Common use of General Indemnity Clause in Contracts

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower Mortgagor agrees that while Mortgagee has no liability to (any person in tort or otherwise as lender and to cause that Mortgagee is not an owner or operator of the other Loan Parties to) defend (with counsel satisfactory to Lender)Property, Mortgagor shall, at its sole expense, protect, defend, release, indemnify and hold harmless Lenderthe Indemnified Parties (defined below) for, and each of its Affiliatesfrom, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature Losses (including, without limitation, the disbursements and the fees (on a solicitor-client basisdefined below) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted againstagainst the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, Loan, or Loan Documents; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Party Parties or (whether directb) provided no Event of Default then exists, indirect to any disputes among the Indemnified Parties not caused in whole or consequential and whether based on in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any federalclaims, provincialsuits, state or local laws or regulationsliabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, securities, environmental and commercial laws and regulations, under common law unrealized loss of value of the Property caused in whole or in equitypart by a breach of any of Mortgagor’s obligations under the Loan Documents, or based on contract or otherwise) in arising by reason of any manner relating to or arising out of this Agreement or third-party claim asserted against any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; providedIndemnified Parties, however that the Borrower shall have no obligation hereunder to any Indemnified Party but not due to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy), the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demanddemands costs, andexpenses, failing prompt paymentfines, shallpenalties, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until charges, fees, judgments, awards, and amounts paid in full, be added to the Obligations settlement of whatever kind including attorneys’ fees and be secured by the Collateralall other costs of defense. The provisions term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of this Section 12.1 shall survive the satisfaction Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and payment trustees of all Obligations any of the foregoing, and (e) the termination heirs, legal representatives, successors and assigns of this Agreementeach of the foregoing. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.

General Indemnity. The Borrower Except as otherwise provided herein, the Corporation agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lendersave the Indemnified Party harmless, and each to the fullest extent permitted by law, including but not limited to that permitted under the CBCA, as the same exists on the date hereof or may hereafter be amended (but, in the case of its Affiliatessuch amendment, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all obligationscosts, charges, expenses, fees, losses, damagesdamages or liabilities (including legal or other professional fees), penaltieswithout limitation, actionsand whether incurred alone or jointly with others, judgmentswhich the Indemnified Party may suffer, suitssustain, claims, costs, expenses incur or be required to pay and disbursements which arise out of or in respect of any kind Claim which may be brought, commenced, made, prosecuted or nature (threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the directors or officers of the Corporation or by reason of her acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to do arising out of, or in connection with the affairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party's duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any and all costs, charges, expenses, fees, losses, damages or liabilities which the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would Indemnified Party may suffer, sustain or reasonably incur or be inappropriate for one counsel required to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) pay in connection with any investigativeinvestigating, administrative initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the advice of counsel or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract other professional advisor or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any actamount paid to settle any Claim or satisfy any judgment, event fine or transaction related penalty, provided, however, that the indemnity provided for in this Section 2.1 will only be available if: (i) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or attendant theretothe Interested Corporation, as the case may be; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent had reasonable grounds for believing that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementher conduct was lawful.

General Indemnity. The Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Agent, the Lender, XXXXXXXX, the Collateral Agent (and to cause if other than the other Loan Parties to) defend (with counsel satisfactory to LenderBorrower or its Affiliate), protect, indemnify and hold harmless Lender, and each of its their respective Affiliates, successors, transferees, participants and Subsidiaries, assigns and its respective all officers, directors, employeesshareholders, legal counsel controlling persons, employees and agents of any of the foregoing (each an “"Indemnified Party”) "), forthwith on demand, from and against any and all obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costsliabilities and related costs and expenses, expenses including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Loans (or any portion thereof) or in respect of any kind Collateral, excluding, however, Excluded Taxes and Indemnified Amounts to the extent resulting from gross negligence or nature willful misconduct on the part of such Indemnified Party (as finally determined by a court of competent jurisdiction, no longer subject to appeal or review). Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the obligation to repay the Lender pursuant to this Agreement and the grant of a security interest to the Collateral Agent pursuant to the Intercreditor Agreement; (ii) the breach of any representation or warranty made by a Relevant Party (or any of its officers) under or in connection with any Transaction Document, any Manager Report or any other information or report delivered by such Relevant Party or its officers in connection with a Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made; (iii) the failure by a Relevant Party to comply with any applicable law, rule or regulation (including, without limitation, any securities law, rule or regulation pertaining to the disbursements and acquisition of Collateral), or the fees (on a solicitor-client basis) nonconformity of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest any Contract Transfer Document or otherwise in which case, all legal counsel for each Indemnified Party) in connection other Collateral with any investigativesuch applicable law, administrative rule or judicial proceedingsregulation; (iv) the failure to vest and maintain vested in the Collateral Agent a first priority perfected security interest in and lien on the Collateral, free and clear of any Lien, whether existing at the time of any Loan or not at any Indemnified Party shall be designated a party thereto), time thereafter; (collectively, “Losses”v) which may be imposed on, incurred bythe failure to file, or asserted againstany delay in filing any financing statements, assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the interests of the Borrower or any Secured Party to any Contract or other Collateral; or the failure to deliver, or any delay in delivering, any Indemnified Required Document to the Collateral Agent (as applicable); or any dispute relating to the enforceability, priority or validity of the interest of any Secured Party in any Collateral (whether direct, indirect or consequential and whether including without limitation any such dispute based on preference or similar laws); (vi) any federaldispute, provincialclaim, state offset or local laws defense (other than discharge in bankruptcy) to the payment of any Contract or regulationsany CP Unit in, or purporting to be in, the CP Unit Pool (including, without limitation, securitiesa defense based on such CP Unit's or any related documents' not being legal, environmental valid and commercial laws and regulationsbinding obligations of an Obligor or a party to a Contract Transfer Document, under common law or enforceable against it in equityaccordance with its terms, or based resulting from any action or failure to act of a Relevant Party; (vii) any failure of a Relevant Party to perform its duties or obligations under the Transaction Documents; (viii) any tax or governmental fee or charge (other than an Excluded Tax), all interest and penalties thereon or with respect thereto, and all costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the loans or commitments hereunder or the interests of the Indemnified Parties in or lien on contract the Contracts and other Collateral, any portion thereof or otherwiseany other interest in the Contracts or other Collateral; (ix) the failure by a Relevant Party to comply with any term, provision or covenant contained in any manner relating Contract, Required Document, Contract Transfer Document or related agreements (including without limitation in connection with the origination documentation and servicing of Contracts and Related Property); (x) the commingling of collections on or related to or the Contracts and other Collateral at any time with other funds; (xi) any liability arising out of this Agreement a claim or cause of action asserted by any person against an Indemnified Party on account of its or any other Loan DocumentIndemnified Party's interests in the Contracts and other Collateral, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party except to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence liability arising out of such Indemnified Party. To the extent that the undertaking 's gross negligence or wilful misconduct (as finally determined by a court of competent jurisdiction, no longer subject to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates appeal or review); or (xii) any law or public policy, the Borrower shall satisfy such undertaking loss resulting from failure of a Relevant Party to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured maintain insurance as required by the Collateral. The provisions terms of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementTransaction Documents.

General Indemnity. The In addition to the payment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless Lender, DFS and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents, and agents affiliates of DFS (each an “Indemnified Party”collectively called the "Indemnitees") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement the Loan Documents, the statements contained in any commitment letters delivered by DFS, DFS' agreement to make the Loans or any other Loan Documentpayment hereunder, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of any of the Loan; Loans hereunder. Additionally, Borrower also agrees to (i) indemnify and hold DFS harmless from any loss or expense which may arise or be created by the acceptance of telephonic or other instructions for making Loans, except for any loss or expense arising from DFS' gross negligence or willful misconduct (provided, however however, that reliance alone upon telephonic or other instructions shall not itself be deemed to constitute gross negligence or willful misconduct), and (ii) to pay and save DFS harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement or any of the other Loan Documents (the provisions of the preceding two sentences being referred to collectively as the "Indemnified Liabilities"). However, Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partyan Indemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 shall survive the satisfaction and payment of all the Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)shall indemnify, protect, indemnify and hold harmless Lender, Lender and each of its Affiliatestheir respective parents, and Subsidiaries, and its respective officerssubsidiaries, directors, officers, employees, legal counsel representatives, Lender, successors, assigns, and agents attorneys (each an collectively, the “Indemnified PartyParties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (including, without limitation, reasonable attorneys' fees and legal expenses whether or not suit is brought and settlement costs), and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) whatsoever which may be imposed on, incurred by, or asserted againstagainst the Indemnified Parties, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner way relating to or arising out of this Agreement the Property, the Loan, the Collateral, the Loan Documents or any other Loan Documentof the transactions contemplated therein (collectively, the “Indemnified Liabilities”), to the extent that any of the Indemnified Liabilities results, directly or indirectly, from any claim made or action, suit, or proceedings commenced by or on behalf of any actPerson other than the Indemnified Parties or Borrower. Notwithstanding the foregoing, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any an Indemnified Party shall not be entitled to indemnification in respect of claims arising from acts of its own gross negligence or willful misconduct to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence or willful misconduct is determined by the final judgment of a court of competent jurisdiction, not subject to further appeal, in proceedings to which such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateralis a proper party. The provisions of and undertakings and indemnification set forth in this Section 12.1 paragraph shall survive the satisfaction and payment of all the Obligations and the termination of this Agreement.

General Indemnity. The In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless Lender, the Agent and each of its Affiliatesthe Banks and any holder(s) of the Notes, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of the Agent, each of the Banks and such holder(s) (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentagreement, document or instrument executed and delivered by Borrower or any act, event other Obligor in connection herewith or transaction related or attendant theretotherewith, the making and/or statements contained in any commitment letters delivered by the management Agent or any of the Loan Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the Loan"indemnified liabilities"); provided, however provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 10.05 shall survive the satisfaction and payment of all Borrower's Obligations and the termination of this Agreement.

General Indemnity. The Subject to Section 9.5, the Borrower agrees to (shall indemnify the Lenders and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify Agent and hold them harmless from any liability, loss or damage resulting from the violation by the Borrower of Section 2.3. In addition, subject to Section 9.5, the Borrower shall indemnify each Lender, the Agent, each of the Lenders' or the Agent's directors, officers, employees, agents, attorneys, accountants, consultants and Affiliates (each Lender, the Agent and each of its Affiliatessuch directors, and Subsidiaries, and its respective officers, directors, employees, legal counsel agents, attorneys, accountants, consultants and agents (each Affiliates is referred to as an “"Indemnified Party”") and hold each of them harmless from and against any and all obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any kind Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basispreparation therefor) of one legal counsel (unless it would which any Indemnified Party may incur or which may be inappropriate for one counsel to represent all asserted against any Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) Party in connection with (a) the Indemnified Party's compliance with or contest of any investigative, administrative subpoena or judicial proceedings, whether other process issued against it in any proceeding involving the Borrower or not any Indemnified Party shall be designated a party thereto)of its Subsidiaries or their Affiliates, (collectively, “Losses”b) which may be imposed on, incurred by, any litigation or asserted againstinvestigation involving the Borrower, any Indemnified Party (whether direct, indirect of its Subsidiaries or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Documenttheir Affiliates, or any actofficer, event director or employee thereof, or (c) this Agreement, any other Credit Document or any transaction related contemplated hereby or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loanthereby; provided, however however, that the foregoing indemnity shall not apply (i) to litigation commenced by the Borrower shall have no obligation against the Lenders or the Agent which seeks enforcement of any of the rights of the Borrower 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 that such Losses were caused claims, damages, liabilities and expenses are determined in a final, nonappealable judgment by or a court of competent jurisdiction to have resulted from the wilful misconduct or gross negligence of such Indemnified Party's own gross negligence or willful misconduct. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementTHE BORROWER EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY PERSONS AGAINST THEIR OWN NEGLIGENCE.

General Indemnity. The Borrower Grantor agrees that while Beneficiary has no liability to (any person in tort or otherwise as lender and to cause that Beneficiary is not an owner or operator of the other Loan Parties to) defend (with counsel satisfactory to Lender)Property, Grantor shall, at its sole expense, protect, defend, release, indemnify and hold harmless Lenderthe Indemnified Parties (defined below) for, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature Losses (including, without limitation, the disbursements and the fees (on a solicitor-client basisdefined below) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted againstagainst the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, Loan, or Loan Documents; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Party Parties or (whether directb) provided no Event of Default then exists, indirect to any disputes among the Indemnified Parties not caused in whole or consequential and whether based on in part by a breach of Grantor’s obligations under the Loan Documents. The term “Losses” shall mean any federalclaims, provincialsuits, state or local laws or regulationsliabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, securities, environmental and commercial laws and regulations, under common law unrealized loss of value of the Property caused in whole or in equitypart by a breach of any of Grantor’s obligations under the Loan Documents, or based on contract or otherwise) in arising by reason of any manner relating to or arising out of this Agreement or third-party claim asserted against any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; providedIndemnified Parties, however that the Borrower shall have no obligation hereunder to any Indemnified Party but not due to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy), the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demanddemands, andcosts, failing prompt paymentexpenses, shallfines, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until penalties, charges, fees, judgments, awards, and amounts paid in full, be added to the Obligations settlement of whatever kind including attorneys’ fees and be secured by the Collateralall other costs of defense. The provisions term “Indemnified Parties” shall mean (a) Beneficiary, (b) any prior owner or holder of this Section 12.1 shall survive the satisfaction Note, (c) any existing or prior servicer of the Loan, (d) Trustee, (e) the officers, directors, shareholders, partners, members, employees and payment trustees of all Obligations any of the foregoing, and (f) the termination heirs, legal representatives, successors and assigns of this Agreementeach of the foregoing. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.

General Indemnity. The Borrower agrees Notwithstanding the existence of any insurances provided for herein, and without regard to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)policy limits of any such insurances, protect, Lessee shall indemnify and hold harmless LenderHeavy Iron, its affiliates and each of its Affiliatestheir respective directors, and Subsidiaries, and its respective officers, directors, employees, legal counsel agents and agents insurers (each collectively, "Indemnified Parties" and individually an “"Indemnified Party”") from and against any and all obligationsclaims, actions, causes of action (including, but without limitation, causes of action arising under the law of tort, strict tort, products liability, warranties expressly made or implied by law or otherwise), losses, damages, penalties, actions, judgments, suits, claimsproceedings, costs, expenses expenses, damages and liabilities, including without limitation, legal fees and disbursements arising out of, connected with or resulting from: (i) the lease, possession, operation, use, repair and/or maintenance, delivery and redelivery of the Equipment herein, (ii) any kind accident, injury to or nature death of persons or loss of or damage to property (including, but without limitation, any loss or damage caused to the environment) to property arising out of, connected with, or resulting, directly or indirectly, during the Term from the Equipment and including, without limitation, as a result of or arising from the disbursements and design, manufacture, possession, use, misuse, non-use, condition, maintenance, repair, handling, transportation, operation and/or return of the fees Equipment, (iii) any taxes, duties, assessments or other impositions arising during the Term relating to the Equipment which are the obligations of Lessee to pay pursuant to the applicable provisions of this Agreement, and/or (iv) any failure on a solicitor-client basis) the part of one legal counsel (unless it would be inappropriate for one counsel Lessee to represent all Indemnified Parties due to a conflict of interest perform or otherwise in which case, all legal counsel for each Indemnified Party) in connection comply with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of the terms of this Agreement and its addendums. Any amounts which become payable by Lessee under this section shall be paid within ten (10) days after liability therefor on the part of Lessee is determined by litigation or any other Loan Documentotherwise, or any actand if not timely paid, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party bear interest (to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon law) at the Deemed Interest Rate rate of 18% per annum from the date incurred by each Indemnified Party until paid in full, be added of such determination to the Obligations and be secured by the Collateraldate of payment. The provisions Lessee's liability for a breach of this Section 12.1 provision arising during the term hereof or any extension thereof shall survive the satisfaction and payment of all Obligations and the termination or expiry of this Agreement.

General Indemnity. The In addition to the payment of expenses pursuant to Section 11.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify pay and hold harmless Lenderthe Bank, its affiliates and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, successors and agents assigns (each an collectively called the “Indemnified PartyIndemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees (or any of them), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other the Loan Document, or any act, event or transaction related or attendant theretoDocuments, the making and/or statements contained in any commitment letters delivered by the management Bank, the Bank’s agreement to issue the Bonds Letter of the Loan Credit, or the use or intended use of the proceeds of the LoanBonds Letter of Credit (the “Indemnified Liabilities”); provided, however however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partyan Indemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Indemnitees or any of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementthem.

General Indemnity. (a) The Borrower agrees to (Company shall indemnify the Purchasers and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, Holders and each of its Affiliatestheir respective directors, and Subsidiaries, and its respective officers, directors, employees, legal counsel agents, attorneys, accountants, consultants and agents each Person, if any, who controls any Purchaser or other Holder (the Purchasers, the Holders and each an “of such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons are referred to as the "Indemnified Party”Parties") and hold each of them harmless from and against any and all obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any kind Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basispreparation therefor) of one legal counsel (unless it would which any Indemnified Party may incur or which may be inappropriate for one counsel to represent all asserted against any Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) Party in connection with (i) the Indemnified Party's compliance with or contest of any investigativesubpoena or other process issued against it in any proceeding involving the Company or any of its Subsidiaries or their affiliates, administrative (ii) any litigation or judicial proceedingsinvestigation involving the Company, whether any of its Subsidiaries or their affiliates, or any officer, director or employee thereof, (iii) the existence or exercise of any security rights with respect to the collateral under the Note Documents, or (iv) this Agreement, any other Note Document or any of the Transaction; provided, however, that the foregoing indemnity shall not apply to the extent such claims, damages, liabilities and expenses result from the Indemnified Party's own gross negligence or willful misconduct. (b) If an Indemnified Party asserts that the Company has become obligated to such Indemnified Party pursuant to this Section 8.2, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Company may become obligated to an Indemnified Party hereunder, such Indemnified Party shall notify the Company promptly and shall cooperate with the Company, at the Company's expense, to the extent reasonably necessary for the resolution of such claim or in the defense of such suit, action or proceedings, including making available any information, documents and things in the possession of the Indemnified Party. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred byaffected by any failure to give, or asserted againstdelay in giving, notice unless, and only to the extent that, the rights and remedies of the Company shall have been actually and materially prejudiced as a result of such failure or delay. (c) In fulfilling its obligations under this Section 8.2, after the Company has provided each Indemnified Party with a written notice of its acceptance of liability under this Section 8.2, as between such Indemnified Party and the Company, the Company shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any Indemnified Party (whether directclaim, indirect suit, action or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or proceeding brought by a third party in equity, or based on contract or otherwise) such manner as the Company may in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loanits sole discretion reasonably deem appropriate; provided, however that (i) counsel retained by the Borrower Company is reasonably satisfactory to the Indemnified Party, (ii) the Company will not consent to any settlement or entry of judgment imposing any obligations on any other party hereto other than financial obligations for which such party will be indemnified hereunder, unless such party has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion), and (iii) the Company will not consent to any settlement or entry of judgment unless, in connection therewith, the Company obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation claim or proceeding. Notwithstanding the Company's election to assume the defense or investigation of such claim, action or proceeding, the Company shall have no obligation hereunder the right to any employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Company, if (i) on the advice of counsel to the Indemnified Party, use of counsel of the Company's choice could be expected to give rise to a material conflict of interest, (ii) the Company shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the extent that Indemnified Party within a reasonable time after notice of the assertion of any such Losses were caused by claim or resulted from institution of any such action or proceeding, (iii) the wilful misconduct Company shall authorize the Indemnified Party to employ separate counsel at the Company's expense or gross negligence of (iv) such action shall seek relief other than monetary damages against the Indemnified Party. To . (d) The obligations of the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of Company under this Section 12.1 8.2 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementany Note Document.

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) shall indemnify, on an after-tax basis, defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Agent and Lender, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents and agents affiliates (each an “"Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified PartyPersons") in connection with any investigativeexpenses, administrative losses, claims, damages or judicial proceedingsliabilities to which Agent, whether Lender or not any such Indemnified Party Persons may become subject (other than taxes, for which the provisions of Section 10(b) shall be designated a party theretoapply instead), insofar as such expenses, losses, claims, damages or liabilities (collectively, “Losses”or actions or other proceedings commenced or threatened in respect thereof) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising arise out of the transactions referred to in this Loan Agreement or arise from any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the LoanAdvances, or in any way arise out of activities of Borrower that violate environmental laws, and to reimburse Agent, Lender and each Indemnified Person, upon their demand, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability, or action or other proceeding, whether commenced or threatened (whether or not Agent or Lender or any such person is a party to any action or proceeding out of which any such expense arises); providedprovided that nothing in this Section shall obligate Borrower to pay the normal expenses of Lender in the administration of this Loan Agreement (or the issuance of any Equipment Note or the making of any Advance, however that in each case after the Closing Date) in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. Notwithstanding the foregoing, Borrower shall have no obligation hereunder to any an Indemnified Party Person with respect to the extent that such Losses were caused by or indemnified liabilities which have resulted from the wilful gross negligence, bad faith or willful misconduct or gross negligence of such Indemnified PartyPerson, as determined by a final and nonappealable judgment by a court of competent jurisdiction, or which have resulted from a claim brought by Borrower against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder in which Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To In the extent that case of an investigation, litigation or proceeding to which the undertaking to indemnify set forth indemnity in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policythis paragraph applies, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each effective whether or not such investigation, litigation or proceeding is brought by Borrower, any of Borrower’s equity holders or creditors, an Indemnified Party on demandPerson or any other person or entity, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each whether or not an Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementPerson is otherwise a party thereto.

General Indemnity. The Borrower Subject to Section 11.6, whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protectdefend, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each Indemnified Person on an “Indemnified Party”) After Tax Basis from and against any and all obligationsClaims, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred byby or asserted against an Indemnified Person by any third party (including any other Indemnified Person), including Claims arising from the negligence of such Indemnified Person (but not to the extent such Claims arise from (i) the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction in final nonappealable judgment, as opposed to gross negligence or willful misconduct imputed to an Indemnified Person, or asserted against(ii) a breach in bad faith of such Indemnified Person’s obligations hereunder or under the other Operative Agreements, as determined by a court of competent jurisdiction in final nonappealable judgment), whether or not such Indemnified Person shall also be indemnified as to any Indemnified Party (whether direct, indirect or consequential such Claim by any other Person and whether based on or not such Claim is initiated after the Termination Date, so long as such Claim arises out of an act or omission (or other circumstance or condition of any federalkind or description) which arose or occurred prior to the Termination Date, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner way relating to or arising or alleged to relate to, or arise out of the execution, delivery, performance or enforcement of this Agreement, the Lease, the Agency Agreement or any other Loan DocumentOperative Agreement or on or with respect to the Property or any component thereof, including Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any actother disposition of the Property or any part thereof, event including the acquisition, holding or disposition of any interest in the Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defects in the Property or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) any violation or alleged violation of law or in tort (strict liability or otherwise); (d) any Claim based upon a violation or alleged violation of the terms of any restriction, easement, condition or covenant or other matter affecting title to the Property; (e) any violation of or noncompliance with (or alleged violation or noncompliance with) any Environmental Laws, any Environmental Claims or any loss of or damage to any property or the environment relating to the Property, the Lease or the Indemnity Provider; (f) the Operative Agreements, or any transaction related contemplated thereby (including the formation, continuance, operation and ultimate dissolution and liquidation of the Lessor) or attendant any amendment, modification or waiver thereof or the exercise of remedies under any Operative Agreement following the occurrence and continuance of any Lease Event of Default; (g) any breach by the Indemnity Provider, the Construction Agent or any Guarantor of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider, the Construction Agent or any Guarantor is a party or failure by the Indemnity Provider, the Construction Agent or any Guarantor to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (h) the making of any Modifications in violation of the Operative Agreements or any standards imposed by any insurance policies required to be maintained by the Lessee pursuant to the Lease which are in effect at any time with respect to the Property or any part thereof; (i) any Claim for patent, trademark or copyright infringement; (j) the transactions contemplated hereby or by any other Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (k) personal injury, death or property damage, including Claims based on strict or absolute liability in tort; (l) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the applicable Property; (m) the retaining or employment of any broker, finder or financial advisor by the Lessee to act on its behalf in connection with this Agreement or the other Operative Agreements; (n) Claims arising from any public improvements with respect to the Property resulting in any change or special assessments being levied against the Property or any plans to widen, modify or realign any street or highway adjacent to the Property, or any Claim for utility “tap‑in” fees; (o) except in all cases for the existence of Lessor Liens and Liens created under the Operative Agreements in favor of any Financing Party, the existence of any Lien on or with respect to the Property, the Improvements or any Equipment relating thereto, the making and/or the management title thereto, any interest therein or on any Basic Rent or Supplemental Rent, including any Liens which arise out of the Loan possession, use, occupancy, construction, repair or rebuilding of the Property or by reason of labor or materials furnished or claimed to have been furnished to the Lessor or the use Lessor or intended use any predecessor in title, or any of its contractors or agents or by reason of the proceeds financing of any personalty or equipment purchased or leased by the Lessee or the Lessor or any predecessor in title or Modifications constructed by the Lessee. 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), 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 LoanIndemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however 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 period of thirty (30) days, 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 seven (7) days before the end of such shorter period; provided, further, that the Borrower failure of such Indemnified Person to give the notices referred to in this sentence shall have no not diminish the Indemnity Provider’s obligation hereunder to any Indemnified Party except to the extent such failure precludes in any material respect 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 Losses were caused 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 by pursuit of appeals) by, in the sole discretion of the Person conducting and controlling such action (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 resulted (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time (provided, however, that (A) if such Claim, in the wilful misconduct Indemnity Provider’s reasonable discretion, can be pursued by the Indemnity Provider on behalf of or gross negligence in the name of such Indemnified Party. To Person, the extent that Indemnified Person, at the undertaking Indemnity Provider’s request, shall allow the Indemnity Provider to indemnify set forth conduct and control the response to such Claim unless such Claim cannot be pursued independently from any other claim involving such Indemnified Person or unless such Claim is unrelated to the Property or the transactions contemplated by the Operative Agreements and (B) in the preceding sentence may be unenforceable against case of any Claim (and notwithstanding the Borrower because it violates any law or public policyprovisions of the foregoing subsection (A)), the Borrower shall satisfy Indemnified Person may require the Indemnity Provider to conduct and control the response to such undertaking Claim (with counsel to be selected by 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 if, in the written opinion of counsel to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity Indemnified Person reasonably acceptable to the Indemnity Provider (the expense of which opinion shall be paid by the Indemnity Provider), use of counsel of the Indemnity Provider’s choice would be expected to each give rise to a conflict of interest between such Indemnified Party on demandPerson and the Indemnity Provider). 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, and, failing prompt payment, shall, together 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 interest thereon at respect to the Deemed Interest Rate response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the date incurred Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by each Indemnified Party until paid in full, be added reason of such resolution of such Claim) and shall pay to the Obligations and be secured Indemnity Provider any amount previously paid or advanced by the CollateralIndemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim (not including the expenses of the contest). The Notwithstanding the foregoing provisions of this Section 12.1 11.1, an Indemnified Person shall survive not be required to take any action and the satisfaction Indemnity Provider shall not 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 in writing 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 all reasonable legal, accounting and investigatory fees and disbursements and the Indemnity Provider shall have agreed in writing to indemnify such Indemnified Person in respect of the Claim if and to the extent the contest is not successful, (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 the Property, or any part thereof or interest therein, will not interfere with the payment of all Obligations Rent, and will not result in risk of criminal liability or civil penalty or risk of sale, forfeiture or loss of or the creation of any Lien (other than a Permitted Lien) on the Property, (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) prior to the date such payment is due, (D) in the case of an appeal of an adverse determination respecting 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 Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that a reasonable basis exists to pursue such an appeal, and (E) no Lease Default or Lease 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 11.1, unless there shall have been a change in law (or interpretation thereof) and the termination Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the Indemnity Provider and reasonably acceptable to the Indemnified Person 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. In no event shall the Indemnity Provider be permitted to adjust or settle any Claim without the consent of the Indemnified Person to the extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by or adverse admission by or with respect to the Indemnified Person. Notwithstanding anything to the contrary, indemnities provided pursuant to this AgreementSection 11.1 shall not include indemnities provided pursuant to Section 11.2.

General Indemnity. The In addition to the payment of expenses pursuant to Section 13.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless Lender, the Agent and each of its Affiliatesthe Banks and any holder(s) of the Notes, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of the Agent, each of the Banks and such holder(s) (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentagreement, document or instrument executed and delivered by Borrower or any act, event other Obligor in connection herewith or transaction related or attendant theretotherewith, the making and/or statements contained in any commitment letters delivered by the management Agent or any of the Loan Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Mercantile to issue the Letters of Credit hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the Loan"indemnified liabilities"); provided, however provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 13.5 shall survive the satisfaction and payment of all Borrower's Obligations and the termination of this Agreement.

General Indemnity. The 18.6.1. Borrower agrees (each an "Indemnifying Party") agree to (and to cause the other Loan Parties to) indemnify, defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, the Administrative Agent and each Lender and each of its Affiliates, their affiliates and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, and agents advisors (each each, an “"Indemnified Party”") from and against any and all obligationsclaims, damages, losses, damages, penalties, actions, judgments, suits, claimsliabilities, costs, expenses and disbursements of expenses, including reasonable attorneys' fees, that may be incurred by or asserted or awarded against any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) , in each case arising out of or in connection with or by reason of (including in connection with any investigativeinvestigation, administrative litigation, or judicial proceedings, whether proceeding or not any Indemnified Party shall be designated a party thereto)preparation of defense in connection therewith) (i) the Loan Documents, (collectively, “Losses”ii) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan transactions contemplated herein or the use actual or intended proposed use of the proceeds of the LoanLoans (including any Permitted Acquisition), (iii) the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly (collectively, "Indemnified Liabilities"); provided, however however, that the no Borrower shall have no any obligation hereunder with respect to any Indemnified Party to Liabilities arising from (i) the extent that such Losses were caused by or resulted from the wilful willful misconduct or gross negligence of, or the willful breach of a material provision of the Loan Documents by, the party seeking indemnification, (ii) legal proceedings commenced against the Administrative Agent or any Lender by any security holder or creditor thereof arising solely out of and based solely upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) any Tax imposed upon the Administrative Agent or any Lender as a consequence of its failure to comply with Sections 4.14.4, 4.14.9, or 4.14.10, or (v) Taxes imposed and costs and expenses incurred as a result of a transfer or assignment of any Note or some or all of its rights hereunder or a participation therein. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Indemnified Party or any other Person, or any Indemnified Party is otherwise a party thereto, and whether or not the transactions contemplated hereby are consummated. 18.6.2. An Indemnified Party shall give written notice to the Indemnifying Party promptly after the Indemnified Party receives actual notice of any claim, action, suit, loss, cost, liability, damage or expense incurred or instituted for which the indemnifica- tion is sought. If requested by the Indemnifying Party in writing, the Indemnified Party shall contest at the sole expense of the Borrowers the validity, applicability and/or amount of such suit, action, or cause of action to the extent such contest may be con- ducted in good faith on legally supportable grounds; provided, however, that if there is an Existing Default or if the Indemnifying Party fails to deposit promptly with Administrative Agent, upon the Indemnified Party's request therefor, funds in an amount sufficient to pay the reasonably anticipated cost of such contest, then the Indemnified Party shall not be required to do so; and if an Event of Default occurs after such contest is undertaken, the Indemnified Party may discontinue or settle the contest in such reasonable manner as it deems appropriate and may apply any unexpended funds so deposited to the payment of any such settlement and remit the remainder (if any) to Administrative Agent for application to the Loan Obligations as provided herein. 18.6.3. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity under this Section 18.6, the Indemnified Party shall give written notice thereof to the Indemnifying Party as soon as practicable (and in any event within 20 days after the service of any citation or summons). Not- withstanding the foregoing, the failure so to notify the Indemnifying Party as provided in this Section will not relieve the Indemnifying Party of its indemnification obligation under this Section 18.6. If the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of its indemnity under this Section 18.6 in connection with such lawsuit or action and if the Indemnified Party so agrees and there is no Existing Default, the Indemnifying Party may take control of the defense and investigation of such lawsuit or action and engage counsel of its own choice reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense, provided that the engagement of such counsel by the Indemnifying Party would not present a conflict of interest which would prevent such counsel from effectively defending such action on behalf of the Indemnified Party. If at any time thereafter, (i) the defendants in, or targets of, any such lawsuit or action include both the Indemnified Party and Indemnifying Party, and the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying party, or (ii) the Indemnifying Party fails to assume the defense of the lawsuit or action or to employ counsel reasonably satisfactory to such Indemnified Party, in either case in a timely manner, or (iii) the Indemnifying Party and its counsel do not prosecute the defense with diligence and in good faith, or (iv) an Event of Default occurs, then the Indemnified Party may take control of such lawsuit or action and employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel. The party not controlling such lawsuit or action shall cooperate (with all out of pocket costs and expenses associated therewith to be paid by the Indemnifying Party) in all reasonable respects with the party controlling such lawsuit or action and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If no Event of Default has occurred, the Indemnified Party shall not settle such lawsuit or enforcement action without the prior written consent of the Indemnifying Party. In no event shall the Indemnifying Party settle such lawsuit or enforcement action without the written consent of the Indemnified Party. 18.6.4. The obligations of Borrower under this Section 18.6 shall survive the termination of the Commitments, the expiration of the Letters of Credit, the indefeasible full payment and satisfaction of all of the Loan Obligations, and the release of the Collateral. 18.6.5. To the extent that any of the undertaking to indemnify set forth in the preceding sentence may be indemnities required from Borrower under this Section are unenforceable against the Borrower because it violates they violate any law Law or public policy, the Borrower shall satisfy such undertaking pay the maximum amount which it is permitted to pay under applicable Law. 18.6.6. Borrower may not assert any claim against the Administra- tive Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demandLoan Documents, and, failing prompt payment, shall, together with interest thereon at any of the Deemed Interest Rate from transactions contemplated herein or the date incurred by each Indemnified Party until paid in full, be added to actual or proposed use of the Obligations and be secured by proceeds of the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementLoans.

General Indemnity. The Borrower (a) Lessee shall indemnify Lessor and any Assignee ----------------- (as hereinafter defined), and their respective agents and servants, against, and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)defend, protect, indemnify save and hold keep them harmless Lenderfrom, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses and disbursements disbursements, including attorneys' fees and expenses and costs for customs, completion, performance and appeal bonds, of any whatsoever kind or and nature (including, without limitation, the disbursements for negligence, tort liability, damages by reason of strict or absolute liability, punitive damages, and the fees (on indirect and consequential damages, but excluding any such amounts imposed or incurred as a solicitor-client basis) result of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest Lessor's gross negligence or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party theretowillful misconduct), (collectivelyimposed on or incurred by or assessed against Lessor and/or any Assignee, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner way relating to or arising out of this Agreement (i) the failure of Lessee to provide or obtain any certificates, documents, consents, authorizations, clearances, licenses, permits or instruments required hereunder or under any of the other Loan DocumentTransactional Documents, or any act(ii) the ordering, event construction, installation, delivery, testing, ownership, lease, possession, use, maintenance, operation, control, movement, import, export, shipment, condition, or transaction related or attendant thereto, the making and/or the management return of the Loan Equipment (including but not limited to latent and other defects, whether or not discoverable by Lessor or Lessee, and any claim for patent, trademark, copyright, software or other intellectual property infringement) until such time as the use or intended use of the proceeds of the Loan; provided, however that the Borrower Equipment shall have no obligation hereunder been returned to any Indemnified Party Lessor pursuant to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Lease 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 12.1 shall survive the satisfaction and payment of all Obligations known obligations under and the termination any expiration, termination, rescission or cancellation of this AgreementLease, and are expressly made for the benefit of and shall be enforceable by Lessor, its successors and any Assignee.

General Indemnity. The Borrower agrees Company agrees, subject to the provisions of sections 5 and 6, to indemnify and save the Indemnitee harmless, to the full extent permitted by law, including but not limited to the extent permitted under the Business Corporations Act (and to cause the other Loan Parties to) defend (with counsel satisfactory to LenderBritish Columbia), protectas the same exists on the date hereof or may hereafter be amended (but, indemnify in the case of such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the law permitted prior to such amendment) from and hold harmless Lenderagainst: (a) any and all costs, charges, expenses, fees, damages or liabilities (including legal or other professional fees and each disbursements); and (b) without limitation of its Affiliatessection 3(a), and Subsidiaries, and its respective officers, directorsall statutory obligations to creditors, employees, legal counsel suppliers, contractors, subcontractors, and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements government or any agency or division of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulationsgovernment, including, without limitation, securitiesany federal, environmental provincial, state, regional or municipal government; regardless of when they arose and commercial laws howsoever arising, and regulationswhether arising in law, equity, under common law statute, regulation or ordinance, and in equitywhatever jurisdiction and whether incurred alone or jointly with others, which the Indemnitee may suffer, sustain, incur or based on contract or otherwise) in any manner relating be required to or pay arising out of this Agreement or incurred in respect of any action, suit, proceeding, arbitration, assessment, order, investigation, discovery, enquiry, hearing or claim, whether civil, criminal, administrative or other process howsoever arising (each of which is hereinafter referred to as a “Claim”), and arising out of or in connection with: (c) the affairs of the Company or any Associated Corporation; or (d) the exercise by the Indemnitee of the Indemnitee’s powers or the performance of the Indemnitee’s duties as a Director or Officer; which may be brought, commenced, made, prosecuted or threatened against: (e) the Indemnitee; or (f) the Company or any Associated Corporation; or (g) any subsidiary of the Company or other Loan Documententity in which the Company may have an interest (an “Other Entity”); or (h) any of the other directors or officers of the Company or any Associated Corporation or Other Entity or any person acting in a similar capacity; for or in respect of which: (i) the Indemnitee is made a party by reason of the Indemnitee being a Director or Officer or otherwise having been a director or employee or officer of the Company or any Associated Corporation (or at the request of the Company a director or officer of or in a similar capacity with any Other Entity); or (j) the Indemnitee may or may be required to participate, whether by providing evidence or otherwise; including, without limitation, any and all costs, charges, expenses, fees, damages or liabilities which the Indemnitee may suffer, sustain or incur or be required to pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the advice of the Indemnitee’s own or other counsel or other professional advisor, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be amount paid to each Indemnified Party on demandsettle any Claim or satisfy any judgment, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementfine or penalty.

General Indemnity. The Borrower agrees (1) Subject to (and to cause the other Loan Parties to) defend (with counsel satisfactory to LenderSection 1.01(2), protectthe Companies will severally, in respect of liability related to acting as a director or officer of each such Company, and jointly and severally, with respect to a Company and its direct or indirect subsidiaries in respect of liability related to acting as a director or officer of a direct or indirect subsidiary (individually, a “Subsidiary” and collectively, the “Subsidiaries”) of the Company, indemnify and hold save harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) the Indemnitee from and against any and all obligationslosses, lossescosts, charges, damages, expenses, awards, settlements, liabilities, fines, penalties, actions, judgments, suits, claims, costs, expenses demands and disbursements causes of any action of whatever kind or nature including all legal fees and costs on a solicitor and client basis and other reasonable professional fees (including, without limitationcollectively, the disbursements “Claims") to the full extent permitted by law regardless of when they arose and howsoever arising, that the fees Indemnitee sustains, incurs or may be subject to and which the Indemnitee would not have sustained, incurred or be subjected to if the Indemnitee had not accepted the Companies’ request to act as a director or officer of the Companies. (on a solicitor-client basis2) of one legal counsel (The indemnity provided in Section 1.01(1) will not apply unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated the matter in respect of a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law Company or in equityrespect of a Subsidiary which gave rise to Claims for which indemnification is sought, the Indemnitee (i) acted honestly and in good faith with a view to the best interests of such Company or based on contract or otherwisesuch Subsidiary; and (ii) in any manner relating to the case of a criminal or arising out of this Agreement administrative action or any other Loan Document, or any act, event or transaction related or attendant theretoproceeding that is enforced by a monetary penalty, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however Indemnitee had reasonable grounds for believing that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. his conduct was lawful. (3) To the extent that a change of relevant law, whether by statute or judicial decision, permits greater indemnification than that afforded by Section 1.01(1), as limited by Section 1.01(2), it is the undertaking intent of the parties hereto that the Indemnitee shall enjoy under this Agreement the benefits afforded by any such change. (4) The indemnity provided in Section 1.01(1) will also not apply to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured proceeding initiated by the Collateral. The provisions Indemnitee against any of the Companies unless it is brought to establish or enforce any right under this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Indemnity Agreement.

General Indemnity. The Borrower Lessee hereby agrees to (and to cause the other Loan Parties to) indemnify, reimburse, defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lendereach Indemnitee on a net after-tax basis, and each of its Affiliatesas provided in Section 10(e), and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents within fifteen (each an “Indemnified Party”15) days after demand from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature claims (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party theretobased on strict liability), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party damages (whether direct, indirect indirect, incidental, special or consequential consequential), losses, charges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether based on civil or criminal), penalties, fines, other sanctions, and any federalreasonable costs and expenses, provincial, state or local laws or regulationsin connection herewith, including, without limitation, securitiescosts and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and commercial laws and pollution regulations, under common law or which in equityany way may result from, pertain to, or based on contract or otherwise) arise in any manner relating out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of the transactions contemplated thereby; (2) the Engine or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Engine to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations -75- 76 for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or design of the Engine), (v) an underlying act which occurs after the Engine has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition or (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not required to give effect to the provisions of the Operative Documents, the Financing Documents or the Purchase Documents (provided, however, in no event will Lessee be liable for any Claims resulting from, pertaining to or arising from or related to Lessor's granting or creating a Lessor's Lien or the granting or creation of a Head Lessor's Lien). Upon full payment of the indemnities herein, Lessee shall be subrogated to all rights and remedies which such Indemnitee may have against any third party against whom such Indemnitee has the right to assert a Claim which arises under any action described in this Section 13 (except Claims under such Indemnitee's own insurance policies or under the indemnification provisions of any of the Financing Documents). Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on account of any Claims for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of this or in relation to the importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as -76- 77 and to the extent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), delivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the Engine or any other Loan DocumentPart thereof, either in the air or on the ground, or which may be caused by any actdefect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, event or transaction related use thereof or attendant theretofrom any maintenance, the making and/or the management service, repair, overhaul, or testing of the Loan Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not the use Engine or intended use such Part is at the time in the possession of Lessee, and regardless of the proceeds location of the Loan; provided, however that the Borrower shall have no obligation hereunder to Engine at any Indemnified Party such time except to the extent that such Losses were caused Claim results from (i) the gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due to its interest in the Engine, any Operative Document, any Purchase Document or any Financing Document), (ii) the material breach of any of its express representations, warranties or covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or resulted covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to but excluding the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Airframe, any Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents (except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the wilful misconduct or gross negligence exercise of its remedies during the Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and, so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnified PartyIndemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. To In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with respect to any Claim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations or liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the undertaking defense thereof where Lessee An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to indemnify set forth in control the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking defense of a Claim to the maximum extent permitted by Applicable Lawthis Section . Any Losses covered by Nothing in this indemnity Section shall be paid construed as a guaranty by Lessee of payments due pursuant to each Indemnified Party on demandany indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, failing prompt paymentfor the avoidance of doubt, shall, together with interest thereon at such Indemnitee shall not be entitled to any double recovery for the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateralsame Claim). The provisions of indemnities contained in this Section 12.1 13 shall survive continue in full force and effect notwithstanding the satisfaction and payment of all Obligations and the expiration or other termination of this AgreementLease or any of the other Operative Documents and are expressly made for the benefit of and shall be enforceable by each Indemnitee.

General Indemnity. The Borrower expressly declares and agrees to as follows: (and to cause the other Loan Parties toa) defend (with counsel satisfactory to Lender)each Finance Party, protect, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, partners and its respective and their directors, officers, directors, employees, legal counsel agents and agents all of their respective representatives, heirs, successors and assigns (each an collectively, the “Indemnified PartyParties”) will at all times be indemnified and saved harmless by the Borrower from and against any and all obligationsclaims, demands, losses, damages, penalties, actions, judgments, suits, claimscauses of action, costs, expenses charges, expenses, damages and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any investigativeloss, administrative expense, claim, proceeding, judgment or judicial proceedingsliability described in Section 11.2 or resulting from Taxes, whether or not any Indemnified Party shall be designated a party theretoother than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in othersections of this Agreement), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securitiesthose arising out of or related to actions taken or omitted to be taken by the Finance Parties contemplated hereby, environmental legal fees and commercial laws disbursements on a solicitor and regulationsclient basis and costs and expenses incurred in connection with the enforcement of this indemnity, under common which the Finance Party may suffer or incur, whether at law or in equity, or based on contract or otherwise) in any manner relating way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Finance Party and including any act, deed, matter or arising out thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Finance Party or its employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement or any other Loan Documentthe resignation, replacement or any act, event or transaction related or attendant thereto, the making and/or the management termination of the Loan Finance Party; and (b) each Finance Party may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, email or the use other electronic or intended use other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by proper party or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementparties.

General Indemnity. The Borrower Lessee hereby agrees to (assume liability ----------------- for, and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, Lessor and its respective officers, directors, employees, legal counsel servants and agents (collectively, the "Indemnitees" and each individually an “Indemnified Party”"Indemnitee") from against, and against agrees to protect, save and keep harmless each thereof from, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (includingdisbursements, without limitation, the disbursements including reasonable legal fees and the fees (on a solicitorout-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be of-pocket expenses imposed on, incurred by, by or asserted againstagainst any Indemnitee, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner way relating to or arising out of (i) this Lease, the Tax Indemnity Agreement or any the Guaranty (including the enforcement and the amending or supplementing thereof) or (ii) the ownership, delivery, non-delivery, lease, possession, use, operation, condition, sale, return or other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management disposition of the Loan Equipment (including, in each case and without limitation, (x)latent or the use other defects, whether or intended use not discoverable, and any claim for patent, trademark or copyright infringement and (y) claims based on strict liability in tort) (each of the proceeds of the Loanforegoing a "Claim"); provided, however however, -------- that the Borrower shall have no obligation hereunder foregoing indemnity of Lessee with regard to any Indemnified Party particular Indemnitee shall not extend to the extent that such Losses were caused by any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or resulted disbursement (A) resulting from the wilful willful misconduct or the gross negligence of such Indemnified Party. To Indemnitee or any officers, directors, employees, servants or agents thereof, (B) to the extent attributable to acts or events which occur after the Term for an Item of Equipment (it being understood that any Claim which is directly attributable to a modification of an Item of Equipment by Lessee during the undertaking Term for such Equipment, shall be deemed to be attributable to an act which occurred during the Term of such Equipment), or (C) which is a Tax, whether or not Lessee is required to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates therefor pursuant to paragraph (a). Lessee further agrees that, with respect to any law payment or public policyindemnity hereunder, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this payment or indemnity shall be paid within 30 days after written demand therefor. If any action, including any investigatory proceeding, shall be brought against, or commenced with respect to, any Indemnitee entitled to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid indemnity under this Section 21(b) in full, be added respect of which Lessee is required to indemnify such Indemnitee pursuant to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 21(b), Lessee shall survive have the satisfaction right to assume the defense thereof, including the employment of counsel satisfactory to such Indemnitee, and the payment of all Obligations expenses incurred in such defense. In the event Lessee assumes the defense of any such action, any such Indemnitee shall have the right to employ separate counsel in such action and participate therein, but the termination fees and expenses of such counsel shall be at the expense of such Indemnitee, unless (i) the employment of such counsel has been specifically authorized by Lessee, (ii) the named parties to such action (including any impleaded parties) include both such Indemnitee and Lessee and representation of such Indemnitee and Lessee by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them or (iii) the counsel employed by Lessee and satisfactory to such Indemnitee has advised such Indemnitee, in writing, that such counsel's representation of such Indemnitee would be likely to involve such counsel in representing different interests which could adversely affect either the judgment or loyalty of such counsel to such Indemnitee whether it be a conflicting, inconsistent, diverse or other interest in defense of such action on behalf of such Indemnitee; it being understood, however, that Lessee shall not, in connection with any one such action, or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys, and of any local or special counsel retained by said firm, at any one time for each such Indemnitee, which firm shall be designated in writing by such Indemnitee). In the event that Lessee does not assume the defense of any such action in respect of such Indemnitee such Indemnitees shall have the right to employ counsel in such action and participate therein at the expense of Lessee. Lessee shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of or if there be a final judgment, beyond further review or appeal, in any such action, Lessee shall indemnify and hold harmless any Indemnitee or other Person entitled to indemnity under this AgreementSection 21(b) from and against any loss or liability by reason of such settlement or judgment.

General Indemnity. The Borrower agrees In addition to (and the payment of expenses pursuant to cause Section 10.3, whether or not the other Loan Parties to) defend (with counsel satisfactory transactions contemplated hereby shall be consummated, the Borrowers hereby agree to Lender)indemnify, protect, indemnify pay and hold harmless Lendereach of the Agents, and the Alternate Currency Bank, each of its Affiliatesthe Lenders and any other holder(s) of the Notes, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of any of them (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentagreement, document or instrument executed and delivered by any of the Borrowers or any act, event other Obligor in connection herewith or transaction related or attendant theretotherewith, the making and/or the management statements contained in any commitment letters delivered by any of the Loan Agents or any of the Lenders, the Lenders' agreements to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the Loan"indemnified liabilities"); provided, however provided that the Borrower Borrowers shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, each of the Borrower Borrowers shall satisfy such undertaking to contribute the maximum extent portion that it is permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added pay and satisfy under applicable law to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.the

General Indemnity. The Without limiting any other rights which any such Person may have hereunder or under Applicable Law, each of the Borrower agrees and TRM ATM, as Administrator, hereby agrees, jointly and severally, to (and to cause indemnify each of the other Loan Parties to) defend (with counsel satisfactory to Lender)Administrative Agent, protect, indemnify and hold harmless the Lender, and each Certificateholder, the Liquidity Providers, the Liquidity Agent, the Collateral Agent, each of its their respective Affiliates, and Subsidiariesall successors and permitted transferees, participants and its respective assigns and all officers, directors, employeesshareholders, legal counsel controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”) "INDEMNIFIED PARTY"), forthwith on demand, from and against any and all obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costsliabilities and related costs and expenses, expenses including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them as a result of a claim arising out of or relating to the Transaction Documents or the transactions contemplated thereby, EXCLUDING, HOWEVER, Indemnified Amounts to the extent determined by a court of competent jurisdiction or in binding arbitration to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party. Without limiting the foregoing, Borrower and TRM ATM, as Administrator, shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by Borrower of any kind interest in any of its assets other than the grant of a security interest granted to the Collateral Agent and the other Secured Parties, pursuant to SECTION 1.03 (or nature as otherwise permitted hereunder); (ii) any representation or warranty made by Borrower (or any of its officers or Affiliates) under or in connection with any Transaction Document, any information or report delivered by or on behalf of Borrower pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made (unless so disclosed at the time of delivery); (iii) the failure by Borrower or Administrator to comply with any Applicable Law or the terms of any of the Transaction Documents; (iv) the failure to vest and maintain vested in the Collateral Agent (A) a first priority perfected security interest in all of the assets of Borrower which may be perfected by filing a financing statement under the UCC, (B) a security interest in all of the other assets of Borrower, in each case free and clear of any Lien, other than a Lien arising solely as a result of an act of the Secured Parties, whether existing at the time of any Borrowing or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the assets of Borrower, whether at the time of any Borrowing or at any time thereafter; (vi) any failure of Borrower to perform its duties or obligations in accordance with the provisions of ARTICLE VII or otherwise hereunder or under any other Transaction Document; (vii) any failure by Borrower to file any tax returns or pay any taxes when due; and (viii) any tax or governmental fee, fine or charge (but not including U.S. federal income taxes upon or measured by net income or state or local taxes upon or measured by net income imposed on the Indemnified Parties by the jurisdiction in which such Indemnified Party is organized or is otherwise taxable without regard to their participation in the transactions contemplated by the Transaction Documents, and also not including such amounts resulting from any income tax filing by Certificateholders being inconsistent with the characterization of advances by the Borrower to TRM ATM as a loan or series of loans for federal income tax purposes other than any such filing required by any taxing authority), all interest and penalties (including, but not limited to, penalties for failure to file returns or pay amounts due) thereon or with respect thereto, and all out-of-pocket costs and expenses, including, but not limited to (i) the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the Loans, the Certificates or any interest in the assets of Borrower (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest any fees, fines or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) charges which may be imposed on, as a result of any failure to properly disclose any fees charged to any consumer in an ATM transaction) and (ii) the reasonable fees and expenses incurred by, or asserted against, to file any Indemnified Party (whether direct, indirect or consequential returns required to be filed to report the same. The parties hereto acknowledge and whether based on agree that neither the Borrower nor any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder Indemnified Parties derives tax nexus to any Indemnified Party to the extent that such Losses were caused jurisdiction solely by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth reason by its participation in the preceding sentence may be unenforceable against the Borrower because it violates any law transaction or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured transactions contemplated by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementTransaction Documents, unless otherwise required by appropriate taxing authorities.

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)shall pay, protectindemnify, indemnify and hold harmless Lendereach Bank, the Administrative Agent and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel counsel, agents and agents attorneys-in-fact (each each, an “"Indemnified Party”Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, charges, expenses or disbursements (including reasonable fees and disbursements out-of-pocket expenses of counsel and the allocated cost of internal counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (includingincluding any Insolvency Proceeding or appellate proceeding) related to this Agreement or the Loans, without limitation, or the disbursements and use of the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedingsproceeds thereof, whether or not any Indemnified Party shall be designated Person is a party thereto)thereto (all the foregoing, (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any the "Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the LoanLiabilities"); provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party Person with respect to Indemnified Liabilities (i) arising from the gross negligence or willful misconduct of such Indemnified Person (ii) with respect to judicial proceedings commenced against such Indemnified Person by any holder of the debt or equity securities of such Indemnified Person based solely on the rights afforded such holder in its capacity as such, and (iii) with respect to judicial proceedings - 62 - Cinemark Mexico (USA) Credit Agreement commenced solely against such Indemnified Person by another Bank, Assignee or Participant to the extent based on a cause of action against such Indemnified Person and not Borrower or any Restricted Subsidiary. The obligations in this Section 10.05 shall survive payment of all other Obligations. Borrower shall have the right to undertake, conduct and control through counsel of its own choosing (which counsel shall be acceptable to the Indemnified Persons acting reasonably) and at the sole expense of Borrower, the conduct and settlement of any Indemnified Liabilities, and the Indemnified Person shall cooperate with Borrower in connection therewith; provided that Borrower shall permit the Indemnified Person to participate in such Losses were caused conduct and settlement through counsel chosen by the Indemnified Person, but the fees and expenses of such counsel shall be borne by the Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to employ its own counsel, and the reasonable fees and expenses of such counsel shall be at Borrower's cost and expense if the interests of Borrower and the Indemnified Person become adverse in any such claim or resulted from course of action; provided, however, Borrower, in such event, shall only be liable for the wilful misconduct or gross negligence reasonable legal expenses of one counsel for all of such Indemnified PartyPersons. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy not be liable for any settlement of any claim or action effected without its prior written consent, such undertaking consent not to the maximum extent permitted by Applicable Lawbe unreasonably withheld. Any Losses covered by All amounts owing under this indemnity Section 10.05 shall be paid to each Indemnified Party on within 30 days after demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees to (shall, at its sole cost and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)expense, protect, indemnify defend, indemnify, release and hold harmless Lender, and each of its Affiliatesthe Indemnified Parties (as defined below) for, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, damagescosts, expenses, diminutions in value, fines, penalties, actionscharges, fees, expenses, judgments, suitsawards, claims, costs, expenses amounts paid in settlement and disbursements damages of any whatever kind or nature (including, without limitation, the disbursements attorneys' fees, court costs and the fees (on a solicitor-client basisother costs of defense) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “"Losses”") (excluding Losses suffered by an Indemnified Party directly arising out of such Indemnified Party's gross negligence or willful misconduct; provided, however, that the term "gross negligence" shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Borrower's interest in the Collateral or Borrower's failure to act in respect of matters which may be imposed onare or were the obligation of Borrower under the Loan Documents) caused by, incurred byor resulting from Borrower's operations of or relating in any manner to the Collateral or the Premises, whether relating to their original design or construction, latent defects, alteration, maintenance, use by Borrower or any person thereon, supervision or otherwise, or asserted againstfrom any breach of, default under, or failure to perform, any Indemnified Party (whether directterm or provision of this Agreement by Borrower, indirect its officers, employees, agents or consequential and whether based on any federal, provincial, state or local laws or regulationsother persons, including, without limitation, securitiesLosses arising from (1) any accident, environmental and commercial laws and regulationsinjury to or death of any person or loss of or damage to property occurring in connection with the Collateral or the Premises or any portion thereof, under common law (2) any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Collateral or the Premises or any portion thereof or the sidewalks, curbs, parking areas, streets or ways adjoining the Premises, (3) any representation or warranty made herein by Borrower, in any certificate delivered in connection herewith or in equity, any other agreement to which Borrower is a party or based on contract pursuant thereto being false or otherwise) misleading in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management material respect as of the Loan date such representation or warranty was made, (4) performance of any labor or services or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.furnishing of

General Indemnity. The Borrower Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller hereby agrees to (indemnify Bank of America, both individually and to cause as the other Loan Parties to) defend (with counsel satisfactory to Lender)Administrative Agent and the Yorktown Purchaser Agent, protectthe Purchasers, indemnify and hold harmless Lenderthe Liquidity Banks, and the Liquidity Agent, each of its their respective Affiliates, and Subsidiariesall successors, transferees, participants and its respective assigns and all officers, directors, employeesshareholders, legal counsel controlling persons, and agents employees of any of the foregoing, and any successor servicer and subservicer not affiliated with Lennox (each an “Indemnified Party”) ), forthwith on demand, from and against any and all obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costsliabilities and related costs and expenses, expenses including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any kind Receivable or nature any Contract, excluding, however, (x) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or (y) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to indemnify any agent (which is not otherwise an Indemnified Party) of any of Bank of America, the Agents, the Purchasers, the Liquidity Banks, and the Liquidity Agent forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or caused by the gross negligence or willful misconduct of the Seller (unless otherwise expressly agreed to in writing by the Seller). Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (i) the transfer by any Seller Party of any interest in any Receivable other than the transfer of Receivables and related property by the Originators to the Seller pursuant to the Sale Agreement, the transfer of an Asset Interest to the Purchaser pursuant to this Agreement and the grant of a security interest to the Purchaser pursuant to Section 9.1; (ii) any representation or warranty made in writing by any Seller Party (or any of its officers) under or in connection with any Transaction Document, any Information Package, Interim Information Package or any other information or report delivered by or on behalf of any Seller Party pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be; provided, however, that in the case of any representation, warranty or information that was not made or delivered in writing, indemnification shall be available to an Indemnified Party hereunder only if such representation, warranty or information was reasonably relied upon by such Indemnified Party; (iii) the failure by any Seller Party to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation; (iv) the failure to vest and maintain vested in Purchaser an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, free and clear of any Lien, other than a Lien arising solely as a result of an act of any Purchaser or the Administrative Agent, whether existing at the time of any Purchase or Reinvestment of such Asset Interest or at any time thereafter; (v) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or Reinvestment or at any time thereafter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivables or the disbursements related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the fees sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (on a solicitor-client basisvii) any matter described in clause (i) or (ii) of one legal counsel Section 3.2(a); (unless it would be inappropriate for one counsel viii) any failure of any Seller Party, as the Master Servicer or otherwise, to represent all Indemnified Parties due to a conflict perform its duties or obligations in accordance with the provisions of interest Article III or otherwise in which case, all legal counsel for each Indemnified PartyArticle VIII; (ix) any product liability claim arising out of or in connection with merchandise or services that are the subject of any investigative, administrative Pool Receivable; (x) any claim of breach by any Seller Party of any related Contract with respect to any Pool Receivable; or (xi) any tax or judicial proceedings, whether governmental fee or charge (but not any Indemnified Party shall be designated a party theretoincluding franchise taxes or taxes upon or measured by net income), (collectivelyall interest and penalties thereon or with respect thereto, “Losses”) and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may be imposed onarise by reason of the purchase or ownership of any Asset Interest, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth interest in the preceding sentence may be unenforceable against the Borrower because it violates Pool Receivables or in any law or public policy, the Borrower shall satisfy goods which secure any such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementPool Receivables.

General Indemnity. The Borrower agrees Debtors agree to (and to cause the other Loan Parties to) indemnify, defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless LenderSecured Party upon demand, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimssettlements, costs, expenses or disbursements (including reasonable fees of attorneys, accountants, experts and disbursements advisors) of any kind or nature whatsoever (includingin this Subsection, without limitation, the disbursements collectively called "liabilities and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”costs") which to any extent (in whole or in part) may be imposed on, incurred by, or asserted againstagainst Secured Party growing out of, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law resulting from or in equityany other way associated with any of the Collateral, or based on contract or otherwise) in any manner relating to or arising out of this Instrument, the Notes, the Loan Agreement or any other Loan Documentdocuments or instruments evidencing, securing or relating to the Obligations, or the transactions and events (including the enforcement or defense thereof) at any acttime associated therewith or provided for therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED, event IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY SECURED PARTY, provided only the Secured Party shall not be entitled under this Subsection to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or transaction willful misconduct, as determined in a final judgment. If any person or entity (including Debtors or any of their affiliates or related parties) ever alleges such gross negligence or attendant theretowillful misconduct by Secured Party, the making and/or the management indemnification provided for in this Subsection shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party competent jurisdiction enters a final judgment as to the extent that such Losses were caused by or resulted from and effect of the wilful misconduct or alleged gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Lawwillful misconduct. Any Losses covered amount to be paid hereunder by this indemnity Debtors to Secured Party or for which Debtors have indemnified any person or entity hereunder shall be paid a demand obligation owing by Debtors to each Indemnified Security Party on demand, and, failing prompt payment, shall, together with and shall bear interest thereon at the Deemed Interest Default Rate from the date incurred by each Indemnified Party until paid in fullpaid, be added to and shall constitute a part of the Obligations and be the indebtedness secured and evidenced by this Instrument. As used in this Subsection the Collateralterm "Secured Party" shall refer not only to the entity defined as such in the Preamble to this Instrument but also to each director, officer, partner, member, agent, attorney, employee, representative and affiliate of, and person or entity related to, such entity. The provisions of this Section 12.1 foregoing agreements shall be perpetual and shall survive the payment or satisfaction and payment of all the Obligations and the release, reconveyance, foreclosure or other termination of this AgreementInstrument.

General Indemnity. The In addition to the payment of expenses pursuant to Section 10.3, whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless Lendereach of the Agents, each of the Lenders and any other holder(s) of the Notes, and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of any of them (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentagreement, document or instrument executed and delivered by the Borrower or any act, event other Obligor in connection herewith or transaction related or attendant theretotherewith, the making and/or the management statements contained in any commitment letters delivered by any of the Loan Agents or any of the Lenders, the Lenders' agreements to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the Loan"indemnified liabilities"); provided, however provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 10.5 shall survive the satisfaction and payment of all the Borrower's Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees that while Lender has no liability to any person in tort or otherwise as lender and that Lender is not an owner or operator of the Property, Borrower shall, at its sole expense (and but subject to cause the other Loan Parties to) defend (with counsel satisfactory to Lenderprovisions of Section 8.01 above), protect, defend, release, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Partyindemnify”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Partyfrom any Losses (defined below) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted againstagainst the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, the Loan, or the Documents, including Losses; provided, however, that the foregoing indemnities shall not apply to any Losses caused by (i) the gross negligence of Lender, (ii) the willful misconduct of Lender, (iii) an illegal act by Lender, or (iv) fraud on the part of Lender; and provided further that the foregoing indemnities shall not apply to claims brought by or on behalf of Lender or any of the other Indemnified Party Parties unless such claims are for indemnification against claims imposed on, incurred by, or asserted against Lender or such other Indemnified Parties by a third party. The term “Losses” shall mean any claims, suits, liabilities (whether directincluding strict liabilities), indirect or consequential and whether based on any federalactions, provincialproceedings, state or local laws or regulationsobligations, debts, damages, losses (including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out unrealized loss of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management value of the Loan Property), Costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) Lender, (b) any prior owner or the use or intended use holder of the proceeds Note, (c) any existing or prior servicer of the Loan; provided, however that (d) Trustee, (e) the Borrower shall have no obligation hereunder to officers, directors, shareholders, partners, members, employees and trustees of any Indemnified Party to of the extent that such Losses were caused by or resulted from foregoing, and (f) the wilful misconduct or gross negligence heirs, legal representatives, successors and assigns of such Indemnified Party. To each of the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementforegoing.

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to LenderLaSalle), protect, indemnify and hold harmless LenderLaSalle, each affiliate or subsidiary of LaSalle, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel attorneys and agents (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal internal and external counsel for each Indemnified PartyParty (the "CLAIMS") in connection with any investigative, administrative or judicial proceedingsproceeding, whether or not any the Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, regulations including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, Other Agreement or any act, event or transaction related or attendant theretoto any of the foregoing, the making and/or and the management of the Loan Loans or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified PartyLoans. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Lawapplicable law. Any Losses liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate highest rate then applicable to Revolving Loans hereunder from the date incurred by each Indemnified Party until paid in fullby the Borrower, be added to the Obligations Liabilities of the Borrower and be secured by the Collateral. The Borrower shall have no obligation to indemnify any Indemnified Party for any Claims to the extent resulting from the gross negligence or wilful misconduct of such Indemnified Party. The provisions of this Section 12.1 SECTION 14 shall survive the satisfaction and payment of all Obligations the other Liabilities and the termination of this Agreement.

General Indemnity. The Borrower expressly declares and agrees to as follows: (and to cause the other Loan Parties toa) defend (with counsel satisfactory to Lender)each Finance Party, protect, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, partners and its respective and their directors, officers, directors, employees, legal counsel agents and agents all of their respective representatives, heirs, successors and assigns (each an collectively, the “Indemnified PartyParties”) will at all times be indemnified and saved harmless by the Borrower from and against any and all obligationsclaims, demands, losses, damages, penalties, actions, judgments, suits, claimscauses of action, costs, expenses charges, expenses, damages and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any investigativeloss, administrative expense, claim, proceeding, judgment or judicial proceedingsliability described in Section 11.2 or resulting from Taxes, whether or not any Indemnified Party shall be designated a party theretoother than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securitiesthose arising out of or related to actions taken or omitted to be taken by the Finance Parties contemplated hereby, environmental legal fees and commercial laws disbursements on a solicitor and regulationsclient basis and costs and expenses incurred in connection with the enforcement of this indemnity, under common which the Finance Party may suffer or incur, whether at law or in equity, or based on contract or otherwise) in any manner relating way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Finance Party and including any act, deed, matter or arising out thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Finance Party or its employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement or any other Loan Documentthe resignation, replacement or any act, event or transaction related or attendant thereto, the making and/or the management termination of the Loan Finance Party; and (b) each Finance Party may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, email or the use other electronic or intended use other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by proper party or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementparties.

General Indemnity. The In addition to the payment of expenses pursuant to Section 9.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to (pay and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify reimburse and hold harmless Lenderand defend, the Administrative Agent, the Lenders, their affiliates and any holder of any Note, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, successors and agents assigns (each an collectively called the “Indemnified PartyIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto, and for enforcing the provisions of this Section 9.2), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees (or any of them), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement the Loan Documents, the statements contained in any letters delivered by the Administrative Agent or any other Loan Document, or any act, event or transaction related or attendant theretoLender, the making and/or the management Americanizing and shipping of the Loan Vehicles or the use or intended use of the proceeds of any of the LoanLoans (the “Indemnified Liabilities”); provided, however however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified PartyIndemnitee or for any Lender Assumed LC Cost. To the extent that the undertaking to indemnify indemnify, defend, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Indemnitees or any of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementthem.

General Indemnity. The Borrower In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party agrees to (to, jointly and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)severally, defend, protect, indemnify and hold harmless Lender, the Agent and each Lender and all of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel attorneys, consultants and agents (each an collectively called the “Indemnified PartyIndemnitees”) from and against any and all obligations, losses, damages, liabilities, obligations, penalties, actionsfees, judgments, suits, claims, costs, reasonable costs and expenses and disbursements of any kind or nature (including, without limitation, the disbursements reasonable attorneys’ fees, costs and the fees (on a solicitor-client basisexpenses) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedingsincurred by such Indemnitees, whether prior to or not any Indemnified Party shall be designated a party thereto)from and after the Effective Date, (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on consequential, as a result of or arising from or relating to or in connection with any federalof the following: (i) the negotiation, provincialpreparation, state execution or local laws performance or regulationsenforcement of this Agreement, any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) the Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan Loan, (iii) any matter relating to the financing transactions contemplated by this Agreement or the use other Loan Documents or intended use by any document executed in connection with the transactions contemplated by this Agreement or the other Loan Documents, or (iv) any claim, litigation, investigation or proceeding relating to any of the proceeds of foregoing, whether or not any Indemnitee is a party thereto (collectively, the Loan“Indemnified Matters”); provided, however however, that the Borrower Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction. No Indemnitee shall have no obligation hereunder any liability (whether direct or indirect, in contract, tort or otherwise) to Borrower, any Indemnified Party of its Subsidiaries, or any of their respective security holders or creditors, for or in connection with the financing transactions contemplated by this Agreement or other Loan Documents, except for direct damages (as opposed to the extent that such Losses were caused special, indirect, consequential or punitive damages, including, without limitation, any loss of profits, business or anticipated savings) determined in a final non-appealable judgment by or a court of competent jurisdiction to have resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementIndemnitee’s willful misconduct.

General Indemnity. The Borrower agrees Notwithstanding the existence of any insurances provided for herein, and without regard to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)policy limits of any such insurances, protect, Lessee shall indemnify and hold harmless LenderHeavy Iron, its affiliates and each of its Affiliatestheir respective directors, and Subsidiaries, and its respective officers, directors, employees, legal counsel agents and agents insurers (each collectively, "Indemnified Parties" and individually an “"Indemnified Party”") from and against any and all obligationsclaims, actions, causes of action (including, but without limitation, causes of action arising under the law of tort, strict tort, products liability, warranties expressly made or implied by law or otherwise), losses, damages, penalties, actions, judgments, suits, claimsproceedings, costs, expenses expenses, damages and liabilities, including without limitation, legal fees and disbursements arising out of, connected with or resulting from: (i) the lease, possession, operation, use, repair and /or maintenance, delivery and redelivery of the Equipment herein, (ii) any kind accident, injury to or nature death of persons or loss of or damage to property (including, but without limitation, any loss or damage caused to the environment) to property arising out of, connected with, or resulting, directly or indirectly, during the Term from the Equipment and including, without limitation, as a result of or arising from the disbursements and design, manufacture, possession, use, misuse, non-use, condition, maintenance, repair, handling, transportation, operation and/or return of the fees Equipment, (iii) any taxes, duties, assessments or other impositions arising during the Term relating to the Equipment which are the obligations of Lessee to pay pursuant to the applicable provisions of this Agreement, and/or (iv) any failure on a solicitor-client basis) the part of one legal counsel (unless it would be inappropriate for one counsel Lessee to represent all Indemnified Parties due to a conflict of interest perform or otherwise in which case, all legal counsel for each Indemnified Party) in connection comply with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of the terms of this Agreement and its addendums. Any amounts which become payable by Lessee under this section shall be paid within ten (10) days after liability therefor on the part of Lessee is determined by litigation or any other Loan Documentotherwise, or any actand if not timely paid, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party bear interest (to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon law) at the Deemed Interest Rate rate of 18% per annum from the date incurred by each Indemnified Party until paid in full, be added of such determination to the Obligations and be secured by the Collateraldate of payment. The provisions Lessee's liability for a breach of this Section 12.1 provision arising during the term hereof or any extension thereof shall survive the satisfaction and payment of all Obligations and the termination or expiry of this Agreement.

General Indemnity. The Borrower agrees Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Seller agree to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lenderthe Collateral Agent, and the Administrative Agent, each Purchaser, each Purchaser 78 Agent, each other Affected Party, each of its their respective Affiliates, and Subsidiariesall members, and its respective officersmanagers, directors, shareholders, officers, employees, legal counsel and attorneys, or agents of any of the foregoing (each an “Indemnified Party”) ), forthwith on demand, from and against any and all obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costsliabilities, expenses and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (subject to the limitations in respect of attorneys’ fees and disbursements set forth in the proviso to Section 13.6) but excluding Taxes (indemnification for which shall be governed by Section 3.3(e)) (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 this Agreement or the other Transaction Documents, any of the transactions contemplated hereby or thereby, or the ownership, maintenance or funding, directly or indirectly, of the Pool Receivables or Related Assets (or any portion thereof) or otherwise arising out of or relating to or resulting from the actions or inactions of any kind or nature (including, without limitationADT Entity, the disbursements Servicer or any of their respective Affiliates, provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent resulting from the fraud, bad faith, gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction. Without limiting the generality of the foregoing but subject to the express limitations set forth in this Section 12.1, the Seller shall indemnify and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate hold harmless each Indemnified Party for one counsel to represent any and all Indemnified Parties due to a conflict Amounts arising out of, relating to, or resulting from: (i) the transfer by the Seller of any interest in any Pool Receivable or otherwise in which case, all legal counsel for each Indemnified PartyRelated Asset; (ii) any representation or warranty made by the Seller under or in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted againstTransaction Document, any Indemnified Party (whether directPurchase Request, indirect or consequential and whether based on any federalInformation Package, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been untrue, false, or incorrect when made or deemed made; (iii) the failure of the Seller to comply with the terms of any Transaction Document, any applicable Law any Contract, any Pool Receivable, or Related Assets or the nonconformity of any Contract, Pool Receivable, or Related Assets with any such Law; (iv) the failure to vest in favor of the Collateral Agent of an enforceable perfected ownership interest, or a first priority perfected security interest, in any Pool Receivables and all Related Assets against all Persons including any bankruptcy trustee or similar Person; (v) the failure to file, or any actdelay in filing of, event financing statements or transaction related other similar instruments or attendant thereto, documents under the making and/or the management UCC of the Loan any applicable jurisdiction or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder under any other applicable Laws with respect to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon Pool Receivable whether at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions time of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.any Purchase or at any time thereafter; 79 SK 28677 0004 8494650 v1726

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its and their respective partners, members, officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, fines, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securitiessecurities laws, environmental and commercial laws and Environmental Laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified PartyParty or those for whom it is in law responsible. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Default Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees Borrowers hereby jointly and severally agree to: (a) pay and hold the Lender harmless from and against any and all present and future stamp and other similar Taxes with respect to (the Notes and to cause the other Loan Parties toDocuments and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes, and will indemnify the Lender for the full amount of Taxes paid by the Lender in respect of payments made or to be made hereunder and any liability (including penalties, interest and expenses) defend arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted; (with counsel satisfactory to Lender), protect, b) indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel representatives, agents, attorneys and agents Affiliates (each an “Indemnified Party”"Indemnitee") from and hold each of them harmless against and promptly upon demand pay or reimburse each of them for, any and all obligationsactions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action, and, in connection therewith, all reasonable costs, losses, damagesliabilities, penalties, actions, judgments, suits, claims, costs, damages or expenses and disbursements of any kind or nature whatsoever (collectively the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of, arising out of or in any way related to (i) any actual or proposed use by the Borrowers of the proceeds of the Loan, (ii) the operations of the business of the Borrowers, (iii) any bodily injury or death or property damage occurring in or upon or in the vicinity of any Vessel or any other property owned or operated by the Borrowers, (iv) the failure of the Borrowers to comply with any requirement of any Government Agency, or (v) any other aspect of this Credit Agreement, the Notes and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries) or claim and including all Indemnity Matters arising by reason of the negligence of any Indemnitee; (c) In the case of any indemnification hereunder, the Lender or other Person indemnified hereunder shall give notice to the Borrowers within a reasonable period of time of any such claim or demand being made against it and the fees (on Borrower shall have the non-exclusive right to join in the defense against any such claim or demand provided that if the Borrowers provide a solicitor-client basis) defense, the Indemnitee shall bear its own cost of one legal counsel (defense unless it would be inappropriate for one counsel to represent all Indemnified Parties due to there is a conflict of interest between the Borrowers and such Indemnitee. (d) No Indemnitee may settle any claim to be indemnified pursuant to this Section 10.3 without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnitee proposes, if the indemnitor does not have the financial ability to pay all of its obligations outstanding and asserted against the Indemnitee at that time, including the maximum potential claims against the Indemnitee to be indemnified pursuant to this Section 10.3. (e) Notwithstanding anything to the contrary in this Credit Agreement, the Borrowers shall have no indemnity obligation with respect to any Indemnitee Matter caused by or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative resulting from the gross negligence or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out willful misconduct of this Agreement the Lender or any other Loan DocumentIndemnitee. (f) It is the parties' understanding that neither the Lender nor any other Indemnitee does now, has never and does not intend in the future to exercise any operational control or maintenance over the Vessels or any other properties and operations owned or operated by the Borrowers, nor has any of them in the past, presently, or intends in the future to, maintain an ownership interest in the Vessels or any act, event other properties owned or transaction related or attendant theretooperated by the Borrowers except as may arise upon enforcement of the Lender's rights under the Mortgages, the making and/or the management Deed of the Loan Trust or the use Security Agreement. (g) Should, however, the Lender or intended use of any other Indemnitee hereafter exercise any ownership interest in or operational control over the proceeds of Vessels or any other properties owned or operated by the Loan; providedBorrowers, however that e.g., including but not limited to, through foreclosure, then the Borrower above stated indemnity and hold harmless shall have no obligation hereunder be limited with respect to any Indemnified Party actions or failures to act by the Lender or other Indemnitee subsequent to exercising such interest or operational control, to the extent that such Losses were caused by action or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured inaction by the Collateral. Lender or other Indemnitee is admitted by the Lender or other Indemnitee or is found by a court of competent jurisdiction to have caused or made worse any condition for which liability is asserted. (h) The provisions of this Section 12.1 shall survive the satisfaction indemnity and payment of all Obligations and the termination of this Agreement.hold harmless contained in this

General Indemnity. The In addition to the payment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless Lender, DFS and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents, and agents affiliates of DFS and such holders (each an “Indemnified Party”collectively called the "Indemnitees") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement the Loan Documents, the statements contained in any commitment letters delivered by DFS, DFS' agreement to make the Loans or any other Loan Documentpayment hereunder, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of any of the LoanLoans hereunder (the "Indemnified Liabilities"); provided, however however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partyan Indemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 shall survive the satisfaction and payment of all the Obligations and the termination of this Agreement.

General Indemnity. The In addition to the payment of expenses pursuant to Section 11.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify pay and hold harmless Lenderthe Bank, its affiliates and any holder of the Note, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, successors and agents assigns (each an collectively called the “Indemnified PartyIndemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees (or any of them), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other the Loan Document, or any act, event or transaction related or attendant theretoDocuments, the making and/or statements contained in any commitment letters delivered by the management of Bank, the Loan Bank’s agreement to make the Loans, or the use or intended use of the proceeds of any of the LoanLoans (the “Indemnified Liabilities”); provided, however however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partyan Indemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Indemnitees or any of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementthem.

General Indemnity. The Borrower agrees to (Tenant shall pay and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, save the Issuer and each of its Affiliates, the Trustee and Subsidiaries, and its their respective officersmembers, directors, employeesofficers, legal counsel employees and agents (each an “Indemnified Party”) harmless from and against all loss, liability, damage or expense arising out of the issuance of the Bonds and the execution of this Lease and the other Financing Documents, including, but not limited to, claims for loss or damage to any property or injury to or death of any person, asserted by or on behalf of any person, firm, corporation or governmental authority arising out of or reasonably connected with the Project, or the conditions, occupancy, use, possession, conduct or management of, or any work done in or about, the Project. The Tenant shall also pay and indemnify and save the Issuer and the Trustee and their respective members, directors, officers, employees and agents harmless of, from and against, all obligationscosts, lossesreasonable counsel fees (to the extent permitted by law), damagesexpenses and liabilities incurred by them in any action or proceeding brought by reason of any claim, penaltiesdemand, actionsexpense, judgmentspenalty, suitsfine or judgment. If any action or proceeding is brought against the Issuer or the Trustee or their respective members, claimsdirectors, officers, employees or agents by reason of any such claim or demand, the Tenant, upon notice from the Issuer or the Trustee, covenants to defend such action or proceeding on demand of the Issuer or the Trustee or their respective members, directors, officers, employees or agents. The Tenant shall also pay and indemnify the Issuer and the Trustee from and against, all costs, expenses and disbursements charges, including reasonable counsel fees (to the extent permitted by law), incurred after default of the Tenant in enforcing any kind covenant or nature (including, without limitationagreement of the Tenant contained in this Lease, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Indenture or any other Loan Document, or any act, event or transaction related or attendant theretoFinancing Documents. Notwithstanding the foregoing, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower Tenant shall have no obligation hereunder or liability to any Indemnified Party to indemnify the extent that such Losses were Issuer or the Trustee or their respective members, directors, officers, employees and agents against claims or liability for damages caused by or resulted resulting from the wilful negligence, willful misconduct or gross negligence breach of contract of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates indemnitee or any law member, director, officer, employee or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementagent thereof.

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “"Indemnified Party”") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) Party in connection with any investigative, administrative or judicial proceedingsproceeding, whether or not any the Indemnified Party shall be designated a party thereto), (collectively, “"Losses”") which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan DocumentOther Agreement, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Lawapplicable law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations Liabilities and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations Liabilities and the termination of this Agreement.

General Indemnity. The Borrower agrees Borrowers hereby jointly and severally agree to: (a) pay and hold the Lender harmless from and against any and all present and future stamp and other similar Taxes with respect to (the Note and to cause the other Loan Parties toDocuments and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes, and will indemnify the Lender for the full amount of Taxes paid by the Lender in respect of payments made or to be made hereunder and any liability (including penalties, interest and expenses) defend arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted; (with counsel satisfactory to Lender), protect, b) indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel representatives, agents, attorneys and agents Affiliates (each an “Indemnified Party”"Indemnitee") from and hold each of them harmless against and promptly upon demand pay or reimburse each of them for, any and all obligationsactions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action, and, in connection therewith, all reasonable costs, losses, damagesliabilities, penalties, actions, judgments, suits, claims, costs, damages or expenses and disbursements of any kind or nature whatsoever (collectively the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of, arising out of or in any way related to (i) any actual or proposed use by the Borrowers of the 34 proceeds of the Loan, (ii) the operations of the business of the Borrowers, (iii) any bodily injury or death or property damage occurring in or upon or in the vicinity of any Vessel or any other property owned or operated by the Borrowers, (iv) the failure of the Borrowers to comply with any requirement of any Government Agency, or (v) any other aspect of this Agreement, the Note and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries) or claim and including all Indemnity Matters arising by reason of the negligence of any Indemnitee; (c) In the case of any indemnification hereunder, the Lender or other Person indemnified hereunder shall give notice to the Borrowers within a reasonable period of time of any such claim or demand being made against it and the fees (on Borrower shall have the non-exclusive right to join in the defense against any such claim or demand provided that if the Borrowers provide a solicitor-client basis) defense, the Indemnitee shall bear its own cost of one legal counsel (defense unless it would be inappropriate for one counsel to represent all Indemnified Parties due to there is a conflict of interest between the Borrowers and such Indemnitee. (d) No Indemnitee may settle any claim to be indemnified pursuant to this Section 10.3 without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnitee proposes, if the indemnitor does not have the financial ability to pay all of its obligations outstanding and asserted against the Indemnitee at that time, including the maximum potential claims against the Indemnitee to be indemnified pursuant to this Section 10.3. (e) Notwithstanding anything to the contrary in this Agreement, the Borrowers shall have no indemnity obligation with respect to any Indemnitee Matter caused by or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative resulting from the gross negligence or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out willful misconduct of this Agreement the Lender or any other Loan DocumentIndemnitee. (f) It is the parties' understanding that neither the Lender nor any other Indemnitee does now, has never and does not intend in the future to exercise any operational control or maintenance over the Vessels or any other properties and operations owned or operated by the Borrowers, nor has any of them in the past, presently, or intends in the future to, maintain an ownership interest in the Vessels or any actother properties owned or operated by the Borrowers except as may arise upon enforcement of the Lender's rights under the Mortgages or the Security Agreement. (g) Should, event or transaction related or attendant theretohowever, the making and/or Lender or any other Indemnitee hereafter exercise any ownership interest in or operational control over the management of Vessels or any other properties owned or operated by the Loan or Borrowers, e.g., including but not limited to, through foreclosure, then the use or intended use of the proceeds of the Loan; provided, however that the Borrower above stated indemnity and hold harmless shall have no obligation hereunder be limited with respect to any Indemnified Party actions or failures to act by the Lender or other Indemnitee subsequent to exercising such interest or operational control, to the extent that such Losses were action or inaction by the Lender or other Indemnitee is admitted by the Lender or other Indemnitee or is found by a court of competent jurisdiction to have caused by or resulted from made worse any condition for which liability is asserted. (h) The indemnity and hold harmless contained in this Section 10.3 shall not extend to the wilful misconduct Lender or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth any other Indemnitee in its or his capacity as an equity investor in the preceding sentence may be unenforceable against Borrowers or as an owner of any property or interest as to which the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking Borrowers are also an owner but only to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Lender's capacity as a lender or a holder of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementsecurity interests.

General Indemnity. The Each Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, shall indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, Lender and its respective officers, directors, employees, legal counsel attorneys and agents (each each, an “Indemnified Party”) from from, and against shall defend and hold each Indemnified Party harmless against, any and all losses, liabilities, obligations, losses, damages, penaltiesclaims, actions, judgments, suits, claimsdamages, penalties, costs, fees, expenses and disbursements (including reasonable attorney’s fees) of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with at any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which time may be imposed on, incurred by, or asserted against, against an Indemnified Party: (a) as a result of Lender’s exercise of (or failure to exercise) any Indemnified Party (whether direct, indirect or consequential of its rights and whether based on any federal, provincial, state or local laws or regulationsremedies hereunder, including, without limitation, securities(i) any sale or transfer of the Collateral, environmental (ii) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and commercial laws and regulations(iii) the defense of Lender’s interests in the Collateral (including the defense of claims brought by either Borrower as a debtor-in-possession or otherwise, under common law any secured or in equityunsecured creditors of either Borrower, or based on contract any trustee or otherwisereceiver in bankruptcy); (b) arising from or relating to (i) the maintenance and operation of the Lender Lockbox or the Lender Payment Account, and (ii) any action taken (or failure to act) by any Indemnified Party with respect thereto; (c) in connection with any manner regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over either Borrower; and (e) otherwise relating to or arising out of the transactions contemplated by this Agreement or any and the other Loan DocumentDocuments, or any action taken (or failure to act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to ) by any Indemnified Party to with respect thereto; provided that an Indemnified Party’s conduct in connection with any of the extent that such Losses were caused by or resulted from the wilful misconduct or foregoing matters does not constitute gross negligence or willful misconduct, as finally determined by a court of such Indemnified Partycompetent jurisdiction. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 This indemnification shall survive the satisfaction and payment of all Obligations and the termination of this Agreement and the payment and satisfaction of the Obligations. Lender may from time to time establish reserves with respect to this indemnity as Lender in its discretion may deem necessary or advisable, and upon termination of this Agreement, Lender may hold such reserves as cash reserves as security for this indemnity.

General Indemnity. The Borrower Company agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)defend, protect, indemnify indemnify, and hold harmless each Lender, each Agent, and each of its their respective Affiliates, and Subsidiariesincluding, and its without limitation, their respective officers, directors, employees, legal counsel attorneys and agents (each an collectively, the “Indemnified PartyIndemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees of counsel for such Indemnitees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for which shall not exceed one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise for the Lenders, in which case, all legal their capacity as lenders and such local counsel for each Indemnified Partyas may be reasonably required) in connection with any investigative, administrative or judicial proceedingsproceeding, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party against such Indemnitees (whether directdirect or indirect, indirect consequential or consequential otherwise, and whether based on any federal, provincial, federal or state or local laws or other statutory regulations, including, without limitation, securities, environmental commercial, Code, and commercial ERISA laws and regulations, under common law or in equity, or based on contract or otherwise, including those relating to violation of any environmental, health or safety laws or regulations, the past, present or future operations of the Company or any of its predecessors in interest, or the past, present or future environmental, health or safety condition of any properties thereof) in any manner relating to or arising out of this Agreement any Financing Document (or any other Loan Documentpredecessor document) or any agreement contemplated thereby, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan Loans since their inception on July 15, 1999, or the use or intended use of the proceeds of thereof (collectively, the Loan“Indemnified Matters”); provided, however that however, the Borrower Company shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party Matters to the extent that such Losses were caused by or resulted resulting from the wilful willful misconduct or gross negligence of such Indemnitee. Without limiting the generality of the foregoing, “Indemnified PartyMatters” includes the creation of the LDRV ESOP and LDRV ESOT, their qualification as an employee stock ownership plan for the purposes of Section 4975(e)(7) of the Code at all times, the extension by the Company to the LDRV ESOP of the ESOP Loan and the use of the proceeds of that loan, the merger of the LDRV ESOP with the Alliance ESOP, the transfer of the ESOP Loan from the LDRV ESOP to the Alliance ESOP, the spin-off of the LDRV ESOP from the Alliance ESOP and the separation of the accounts of the Company’s employees and transfer of those accounts from the Alliance ESOT to the LDRV ESOT, the transfer of the ESOP Loan from the Alliance ESOP and the Alliance ESOT to the LDRV ESOP and the LDRV ESOT together with the transfer of associated employer securities credited to a suspense account and pledged as security for the ESOP Loan, the exchange of Alliance Holdings stock for the stock of the Company and/or the stock of LDRV Holdings Corp. subsequent to the spin-off of the LDRV ESOP and the LDRV ESOT from the Alliance ESOP and the Alliance ESOT, the consummation of the ESOP Stock Purchase, the payment or forgiveness of all amounts due under the ESOP Loan, ESOP Note, and the ESOP Loan Agreement, the distribution of assets by the LDRV ESOP, and the termination of the LDRV ESOP. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower Company shall contribute the maximum portion which it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Matters incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees. The provisions of Company further agrees that the indemnities set forth in this Section 12.1 15.2 are in addition to, and shall survive not in any manner limit or act as a waiver of, any rights, including, without limitation, any rights to indemnification or contribution, which the satisfaction and payment of all Obligations and the termination of this AgreementIndemnitees may have under any other document, instrument or agreement or any applicable law.

General Indemnity. The Borrower agrees to (and to cause a) Each Party (the other Loan Parties to“Indemnifying Party”) defend (with counsel satisfactory to Lender), protectshall defend, indemnify and hold harmless Lenderthe other Party and the directors, and each of its Affiliates, and Subsidiaries, and its respective officers, directorsshareholders, employeespartners, legal counsel members, agents, employees and agents affiliates of such other Party (each an collectively, the “Indemnified PartyParties”) ), from and against any all loss, damage, expense, liability and all obligations, losses, damages, penalties, actions, judgments, suits, other claims, costs, expenses including court costs and disbursements of any kind or nature (including, without limitation, the disbursements and the reasonable attorneys’ fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “LossesLiabilities”) which may be imposed onsuffered or incurred by the Indemnified Parties resulting from (i) injury to or death of persons, incurred byand damage to or loss of property to the extent caused by the Indemnifying Party, (ii) any violation of any applicable law by the Indemnifying Party, (iii) the intentional or negligent acts or omissions of the Indemnifying Party, its subcontractors, or asserted against, any Indemnified Party (whether direct, indirect person or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equityentity directly employed by either of them, or based on contract any person or otherwiseentity for whose acts any of either of them are liable, (vi) in any manner relating to or all claims and liens arising out of the Indemnifying Party’s unpaid accounts and (vii) any failure of the Indemnifying Party to pay taxes for which it is responsible; provided, however, that an Indemnifying Party shall have no liability for any Liabilities to the proportionate extent resulting from the Indemnified Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of such Indemnified Party. (b) The Indemnified Party shall give the Indemnifying Party written notice with respect to any other Loan DocumentLiability asserted by a third party (a “Claim”), as soon as reasonably practicable after the receipt of information of any possible Claim or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan commencement of such Claim. The Indemnifying Party shall assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party. The Indemnifying Party shall have the right to direct the defense or settlement of any such Claim in a manner which is not prejudicial to the use or intended use interests of the proceeds Indemnified Party, and the Indemnified Party shall not settle any aspect of a Claim without the prior written approval of the Loan; provided, however that the Borrower Indemnifying Party. The Indemnifying Party shall have no obligation hereunder to liability under this Section 15.1 for any Indemnified Party Claim for which such notice is not provided, to the extent that the failure to give such Losses were caused by or resulted from notice actually prejudices the wilful misconduct or gross negligence of such Indemnified Indemnifying Party. To The provision of this Section 15.1(b) shall also apply to the extent that the undertaking to indemnify indemnification provisions set forth in Section 15.2. [***] Confidential information has been omitted and filed separately with the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking Securities and Exchange Commission pursuant to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementa confidential treatment request.

General Indemnity. The Borrower agrees Without limitation of the foregoing provisions of this Section 22, the Borrowers agree to (indemnify, defend and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify save and hold harmless Lenderthe Administrative Agent, the Security Agent, each Lender and each other Finance Party and each of its Affiliates, their Affiliates and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents and agents advisors (each each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all obligationsclaims, damages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature (including, without limitation, the disbursements reasonable fees and the fees (on a solicitor-client basisexpenses of counsel) of one legal counsel (unless it would that may be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest incurred by or otherwise in which case, all legal counsel for each asserted or awarded against any Indemnified Party) , in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigativeinvestigation, administrative litigation or judicial proceedingsproceeding or preparation of a defense in connection therewith) (i) the transaction contemplated by the Pertinent Documents (the “Transaction”), the Loan, the actual or proposed use of the proceeds of the Advances, the Transaction Documents or any of the transactions contemplated thereby, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct, (ii) the actual or alleged presence of Hazardous Materials on any real property of any Obligor or any of its Subsidiaries or any Environmental Action relating in any way to any Obligor or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or (iii) the investigation by the Administrative Agent of any event which the Administrative Agent reasonably believes is an Event of Default or Default or, actions taken by the Administrative Agent acting or relying on any notice, request or instruction which the Administrative Agent reasonably believes to be genuine, correct and appropriately authorized. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party shall be designated is otherwise a party thereto). Each Borrower also agrees and will ensure that neither it nor any of its Subsidiaries will assert any claim against the Administrative Agent, (collectivelythe Security Agent, “Losses”) which may be imposed onany Lender, incurred byany other Finance Party or any of their Affiliates, or asserted againstany of their respective officers, any Indemnified Party (whether directdirectors, indirect or consequential employees, agents and whether based advisors, on any federaltheory of liability, provincialfor special, state indirect, consequential or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or punitive damages arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant theretootherwise relating to the Facilities, the making and/or the management of the Loan actual or the use or intended proposed use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policyAdvances, the Borrower Transaction Documents or any of the transactions contemplated by the Pertinent Documents. This Section 22.3 shall satisfy such undertaking not apply with respect to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity Taxes, which shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred governed solely by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement23.

General Indemnity. The Borrower agrees to (Each Loan Party shall and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, does hereby jointly and severally indemnify and hold harmless Lenderdefend Agent, Lenders, and each of its Affiliatestheir respective successors and assigns, and Subsidiariestheir respective directors, and its respective officers, directors, employees, legal counsel consultants, attorneys, agents and agents affiliates (each an “Indemnified PartyIndemnitee”) from and against any and all obligationsliabilities, losses, damages, expenses, penalties, actions, judgments, suits, claims, costs, expenses actions and disbursements of any kind or nature suits (including, without limitation, the disbursements and the fees (on a solicitor-client basisrelated reasonable attorneys’ fees) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest any kind whatsoever arising, directly or otherwise in which caseindirectly, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, by or asserted againstagainst such Indemnitee as a result of or in connection with this Agreement, the other Transaction Documents or any of the transactions contemplated hereby or thereby (the “Indemnified Liabilities”); provided that, no Loan Party shall have any obligation to any Indemnitee with respect to any Indemnified Party (whether direct, indirect Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or consequential and whether based willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction. In no event shall any Indemnitee be liable on any federaltheory of liability for any special, provincialindirect, state consequential or local laws or regulations, punitive damages (including, without limitation, securitiesany loss of profits, environmental business or anticipated savings). Each Loan Party, the Agent and commercial laws each Lender waives, releases and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any agrees (and each Loan Party shall cause each other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that waive, release and agree) not to xxx upon any such Losses were caused by claim for any special, indirect, consequential or resulted from the wilful misconduct punitive damages, whether or gross negligence of such Indemnified Partynot accrued and whether or not known or suspected to exist in its favor. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 This provision shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower (a) Subject to the terms and conditions of this Article IX, Seller agrees to (to, and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protectshall, indemnify Buyer and the Company and hold harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) them harmless from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, penaltiesliabilities, actions, judgments, suits, claims, costs, expenses costs and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulationsexpenses, including, without limitation, securitiesinterest, environmental penalties and commercial laws reasonable attorneys' fees and regulationsexpenses (hereinafter collectively called "Damages"), under common law asserted against, resulting to, imposed upon or incurred by Buyer or the Company by reason of or resulting from (i) a breach of any representation, warranty, covenant or agreement of Seller or the Company contained in equityor made pursuant to this Agreement, or based on contract or otherwise(ii) the threatened action set forth in any manner relating paragraph numbered 2 to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified PartySchedule 2.8. To the extent that Seller shall also be liable under Section 6.1 hereof, the undertaking provisions of said Section 6.1 shall govern. (b) Subject to the terms and conditions of this Article IX, Buyer agrees to and shall indemnify Seller and hold it harmless from and against all Damages (as defined above) asserted against, resulting to, imposed upon or incurred by Seller by reason of or resulting from (i) a breach of any representation, warranty, covenant or agreement of Buyer contained in or made pursuant to this Agreement, (ii) all of the claims, proceedings or suits (whether threatened or otherwise) set forth in Schedule 2.8 and Schedule 2.15 (it being understood that Buyer shall assume the preceding sentence may defense of such matters at Closing) except that Buyer shall not be unenforceable against required to indemnify Seller for Damages resulting from the Borrower because it violates any law or public policyaction set forth in paragraph numbered 2 to Schedule 2.8, (iii) the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses matters covered by this indemnity Section 9.4, and (iv) the Company's default after the Closing on the Senior Secured Note. (c) No Party shall be paid liable to each Indemnified any other party hereunder for Damages until the aggregate amount of Damages due to a Party on demand, and, failing prompt payment, shall, together with interest thereon at exceeds an accumulated total of $200,000 and then only for the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added amount of any such excess up to the Obligations and be secured by the Collateral. The provisions an aggregate liability of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement$13,000,000.

General Indemnity. The In addition to the payment of expenses pursuant to Section 121.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify pay and hold harmless Lenderthe Administrative Bank, each Bank, any holder of any Notes, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, successors and agents assigns (each an “Indemnified Party”collectively called the "Indemnitees") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees (or any of them), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other the Loan Document, or any act, event or transaction related or attendant theretoDocuments, the making and/or statements contained in any commitment letters delivered by a Bank, the management of Banks' several agreements to make the Loan Loans, or the use or intended use of the proceeds of any of the LoanLoans (the "Indemnified Liabilities"); provided, however however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified PartyIndemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Indemnitees or any of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementthem.

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel employees and agents (each an “"Indemnified Party”") from and against any and all obligationsobligations , losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall will be designated a party thereto), (collectively, “"Losses”") which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall will have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall will satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall will be paid to each Indemnified Party on demand, and, failing prompt payment, shallwill, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall will survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees to (Each Loan Party shall, jointly and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)severally, protectpay, indemnify indemnify, and hold harmless Agent and each Lender, and each of its Affiliatestheir Related Parties (each, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified PartyPerson”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, claims, expenses or disbursements (including without limitations reasonable attorney’s fees and settlement costs, expenses and disbursements ) of any kind or nature whatsoever arising out of, with respect to, or as a result of (includingi) the execution, without limitationdelivery, enforcement, performance and administration of this Agreement and any other Loan Documents or the disbursements transactions contemplated hereby and the fees thereby, (ii) any actual or alleged presence or Release of Hazardous Materials on a solicitor-client basisor from any Real Property currently owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Claim or Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, and (iii) of one legal counsel with respect to any investigation, litigation or proceeding (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which including any case, all legal counsel for each Indemnified Partyaction or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding) in connection with any investigative, administrative related to this Agreement or judicial proceedingsthe Term Loan or the use or proposed use of the proceeds thereof, whether or not any Indemnified Party shall be designated Person is a party thereto), including the Bankruptcy Cases (all the foregoing, collectively, the “LossesIndemnified Liabilities”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan); provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party Person with respect to Indemnified Liabilities arising from solely the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence or willful misconduct of such Indemnified PartyPerson as determined by a court of competent jurisdiction in a final, non-appealable judgment. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Paragraph (a) of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementnot apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

General Indemnity. The Borrower agrees to Owner (and to cause the other Loan Parties to"Indemnifying Party") defend (with counsel satisfactory to Lender), protect, shall indemnify and hold harmless LenderManager, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel employees and agents (each an “the "Indemnified Party”") harmless from and against all liability, claims, loss, damages, costs and expense, including attorneys' fees and expenses, and fees and expenses of experts, arising out of or resulting from this Agreement and/or the performance by the Indemnified Party of its obligations and responsibilities hereunder, except that Indemnifying Party shall have no obligation to indemnify the Indemnified Party from and against any and all obligationsliability, lossesclaims, loss, damages, penalties, actions, judgments, suits, claims, costs, costs or expenses and disbursements arising out of any kind the gross negligence or nature (including, without limitation, willful misconduct of the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any . In the event the Indemnified Party shall is alleged to be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, liable to any person or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based entity on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out account of this Agreement or any other Loan Documentof alleged acts or omissions, or any actboth, event of the Indemnifying Party or transaction related or attendant theretoits employees, agents, and consultants, the making and/or Indemnifying Party shall defend the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party against such allegations through counsel acceptable to the extent that such Losses were caused by or resulted from Indemnified Party, and the wilful misconduct or gross negligence Indemnifying Party shall bear all costs, fees and expenses of such defense, including but not limited to, all attorneys' fees and expenses, court costs, and expert witness fees and expenses, and any resulting settlement, judgment, or award. This duty to indemnify and defend the Indemnified Party shall extend to, but not be limited to, claims for bodily injury (including death), for damage to or loss of property, and for environmental damage and liabilities, incurred or sustained by the Indemnified Party or any third person. Should the Indemnifying Party fail to perform its duties to defend and indemnify the Indemnified Party as required herein, The Indemnified Party may defend or settle such claims as it deems prudent, in the exercise of reasonable judgment, and the Indemnifying Party agrees to be bound by any such defense, settlement, judgment, or award that may result from such action by the Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees In addition to (the payment of expenses pursuant to Section 8.2, Company and the Guarantors, jointly and severally, hereby agree to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless Lenderthe Collateral Agent, and each of its Affiliatesthe Creditors and any holder(s) of the Loans or Private Notes, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of the Collateral Agent, each of the Creditors and such holder(s) (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Credit Documents or any other Loan Documentagreement, document or any actinstrument executed and delivered by Company in connection herewith or therewith, event or transaction related or attendant thereto(collectively, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan"indemnified liabilities"); provided, however provided that the Borrower Company shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, Company and the Borrower Guarantors shall contribute the maximum portion that they are permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 8.3 shall survive the satisfaction and payment of all Company's Obligations and Guarantor Obligations arising from the Credit Documents and the termination of this Agreement.

General Indemnity. The Subject to the Intercreditor Agreement and Section 14.5. (i) to the fullest extent permitted under applicable law, either the Borrower or NAFI shall pay, indemnify, and hold Lender and its employees (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, penalties, actions, judgements, suits, costs, expenses and damages (including reasonable attorney's fees) arising directly from any investigation, litigation or proceeding (including any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding), (i) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee or agent of the Borrower or NAFI, as the case may be; (ii) the breach by the Borrower or NAFI, as the case may be, of any representation, warranty or covenant under this Agreement; or (iii) the violation by the Borrower or NAFI of any federal, state or foreign law, rule or regulation, or any judgment, order or decree applicable to it; whether or not any Indemnified Person is a party hereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided that neither the Borrower nor NAFI shall have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence, willful misconduct or violation of the Transaction Documents by any Indemnified Person; (ii) to the fullest extent permitted under applicable law, each of the Borrower and NAFI hereby acknowledges and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)that it shall upon demand, indemnify, protect, indemnify save, defend and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, fees, liabilities, losses, damages, penaltiespenalties claims, demands, actions, suits, judgments, suitscosts and expenses, claims, costs, including reasonable legal expenses and disbursements attorneys fees, of any every kind or and nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), whatsoever (collectively, “Losses”) which may be "INDEMNIFIABLE EXPENSES"), imposed on, incurred by, or asserted againstagainst the Lender by any Person in connection with any (i) Revived Claim (as defined in the Intercreditor Agreement) and (ii) payments made by the Lender in connection with preference payments made to Noteholders and Certificateholders (each as defined in the Intercreditor Agreement), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulationspursuant to certain provisions of the relevant Underlying Transaction Documents, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating but not limited to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management Section 4.05 of the Loan or the use or intended use 1995-1 and 1996-1 Pooling and Servicing Agreements, Section 5.19 of the proceeds 1997-1 and 1998-1 Indentures and Section 6.2 of the Loan1997-1 and 1998-1 Sale and Servicing Agreement; providedand (iii) to the fullest extent permitted under applicable law, however that each of the Borrower and NAFI hereby acknowledges and agrees that it shall have no obligation hereunder to any Indemnified Party upon demand, indemnify, protect, save, defend and hold harmless the Lender from Indemnifiable Expenses resulting in an out-of-pocket expenditure or payment by the Lender to the extent that such Losses were caused by or Indemnifiable Expenses resulted from the wilful misconduct existence of the Transaction Documents or gross negligence any of such Indemnified Party. To the extent that accommodations, consents or waivers made by the undertaking Lender with respect to indemnify set forth either FSA's or the Senior Lien Xxxxxx'x (xxch as defined in the preceding sentence may be unenforceable against the Borrower because it violates any law Intercreditor Agreement) rights or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementremedies thereunder.

General Indemnity. The Borrower Each of the Obligors agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower Obligors shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower an Obligor because it violates any law or public policy, the Borrower such Obligor shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate interest rate set forth in Section 4.3 from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees to (and to cause Each party shall, at its expense, indemnify, hold harmless and, at the other Loan Parties party’s request, defend the other party and its directors, officers, employees and agents, from and against all losses, costs, liabilities, or expenses (including reasonable attorneys’ fees and legal costs) arising out of any third-party claims related to the indemnifying party’s performance under this Agreement to the extent caused by any grossly negligent act or omission or willful misconduct of the indemnifying party, or its employees or agents, that contributes to: (i) defend any personal injury, sickness, disease, or death; (with counsel satisfactory to Lender)ii) any damage to, protector destruction of, property of the indemnified party; or (iii) the indemnifying party’s violation of any statute, ordinance, or regulation. Infringement Indemnity. Getinge shall indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, Customer and its respective directors, officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) agents, from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred byliabilities, or asserted against, any Indemnified Party expenses (whether direct, indirect or consequential including reasonable attorneys’ fees and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwiselegal costs) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however third-party claims brought against Customer that the Borrower Products infringe any U.S. patent or copyright of such third-party. The foregoing indemnity shall have no obligation hereunder to any Indemnified Party not apply to the extent that such Losses were caused alleged or actual infringement arises as a result of modifications of the Products made by Customer or resulted from any of its directors, officers, employees, or agents, or the wilful misconduct or gross negligence Products’ use with any items not sold by Getinge. Indemnity Procedure. The indemnifying party shall defend, at its expense, any such third-party claims provided that: (i) the indemnified party gives the indemnifying party prompt notice in writing of the third- party claims and permits the indemnifying party, through counsel of its choice, to answer and defend such Indemnified Partyclaims; and (ii) provides all needed information, assistance, and authority, at the indemnifying party’s expense, to enable them to defend such claims. To the extent that the undertaking to indemnify set forth in the preceding sentence may The indemnifying party shall not be unenforceable against the Borrower because it violates responsible for payment of any law or public policyamounts under any settlement made without its prior written consent. In settling any claims hereunder, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity neither party shall be paid entitled to each Indemnified Party admit any liability on demand, and, failing prompt payment, shall, together with interest thereon at behalf of the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementother party.

General Indemnity. The Borrower agrees to (Borrowers and to cause the each other Loan Parties to) Party agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, each Affiliate or Subsidiary of the Lender, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, those liabilities described in subsection 16(b) hereof and the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal internal and external counsel for each Indemnified Party) Party in connection with any investigative, administrative or judicial proceedingsproceeding, whether or not any the Indemnified Party shall be designated a party thereto), ) (collectively, the “LossesIndemnified Liabilities”) ), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws Laws or regulations, regulations including, without limitation, securities, environmental and commercial laws Laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, Documents or any act, event or transaction related or attendant theretoto any of the foregoing, the making and/or and the management of the Loan Loans or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to Loans save and except for any Indemnified Party to Liabilities arising as a result of the extent that such Losses were caused by gross negligence or resulted from the wilful misconduct or gross negligence of such any Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law Law or public policy, the Borrower Borrowers and each other Loan Party shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demandwithin five (5) Business Days of written demand therefor, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate highest rate then applicable to Revolving Loans hereunder from the date incurred by each Indemnified Party until paid in fullby the Borrowers, be added to the Obligations Liabilities of the Borrowers and be secured by the Collateral. The provisions of this Section 12.1 section 16 shall survive the satisfaction and payment of all Obligations the other Liabilities and the termination of this Agreement.

General Indemnity. The Borrower Developer agrees to (and to cause the other Loan Parties to) indemnify, pay, defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiariesthe City, and its respective officers, directorselected and appointed officials, employees, legal counsel agents and agents affiliates (each individually an “Indemnified Party”"lndemnitee," and collectively the Alndemnitees") harmless from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind kind. or nature whatsoever (including, and including without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal .of counsel for each Indemnified Party) such lndemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such lndemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, suffered, incurred by, by or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) against the lndemnitees in any manner relating to or arising out of: Developer's failure to comply with 11ny of the terms, covenants and conditions contained within this Agreement; or Developer's or .any contractor's failure to pay General Contractors, subcontractors or materialmen in connectiofl with the TIF-Funded Improvements or any other Project improvement; or the existence of any material misrepresentation or omission in this Agreement, any official statement, limited offering memorandum or private, placement memorand'um or the Redevelopment Plan or any other document related to this Agreement that is the result of information supplied or omitted by Developer or any Affiliate Developer or any agents, employees, contractors or persons acting under the control or at the request of Developer or any Affiliate of Developer;, or Developer's failure .to cure any misrepresentation in this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loanother·agreemenl relating hereto; provided, however however, that the Borrower Developer shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted an lndemnitee arising from the wilful wanton or willful misconduct or gross negligence of such Indemnified Partythat lndemnitee. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower t:menforceable because it violates ii is violative of any law or public policy, Developer shall cofltribute the Borrower shall maximum portion that ii is permitted to pay and satisfy such undertaking under the applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collaterallndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 shall 13.01 sliall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The In addition to the payment of expenses pursuant to Section 8.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)defend, protectindemnify, indemnify pay and hold harmless Lenderthe Agent and each Bank and any holder(s) of the Notes, and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of the Agent and each Bank and such holder(s) (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsdisbursements, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents, any other agreement, document or instrument executed and delivered by Borrower or any other Loan Document, Obligor in connection herewith or therewith or any act, event commitment letter delivered by the Agent or transaction related or attendant theretoany Bank to Borrower, the making and/or the management agreement of the Loan Banks to make the Loans under this Agreement, the agreement of Firstar to issue Letters of Credit under this Agreement or the use or intended use of the proceeds of any Loan or Letter of Credit under this Agreement (collectively, the Loan"indemnified liabilities"); provided, however provided that the (a) Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were indemnified liabilities directly and solely caused by or resulted from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order and (b) Borrower shall have no obligation to indemnify the Agent or any Bank with respect to disputes between the Agent and any one or more of the Banks or with respect to disputes among the Banks. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 8.05 shall survive the satisfaction and payment of all the Borrower's Obligations and the termination of this Agreement.

General Indemnity. The After the Closing Date, the Borrower agrees to (shall indemnify the Lender and to cause each Person, if any, who controls the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, Lender and each of its Affiliatesthe their directors, and Subsidiaries, and its respective officers, directors, employees, legal counsel agents, attorneys, accountants and agents consultants (each Lender and each of such directors, officers, employees, agents, attorneys, accountants, consultants and control Persons is referred to as an “Indemnified Party”) and hold each of them harmless from and against any and all obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and reasonable expenses (including reasonable fees and disbursements of counsel with whom any kind Indemnified Party may consult in connection therewith and all reasonable expenses of litigation or nature (including, without limitation, preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a direct result of the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest Borrower’s gross negligence or otherwise in which case, all legal counsel for each Indemnified Party) willful misconduct in connection with (a) the Indemnified Party’s compliance with or contest of any investigative, administrative subpoena or judicial proceedings, whether other process issued against it in any proceeding involving the Borrower or not any Indemnified Party shall be designated a party thereto)its Affiliates, (collectively, “Losses”b) which may be imposed on, incurred by, any litigation or asserted against, any Indemnified Party (whether direct, indirect investigation involving the Borrower or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Documentits Affiliates, or any actofficer, event 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 related contemplated hereby or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loanthereby; provided, however however, that the foregoing indemnity shall not apply to litigation commenced by Borrower shall have no obligation against the Lender which seeks enforcement of any of the rights of Borrower hereunder or under any other Credit Document and is determined adversely to any Indemnified Party the Lender in a final nonappealable judgment or to the extent that such Losses were caused by or resulted claims, damages, liabilities and expenses result from the wilful misconduct or Indemnified Party’s own gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth or willful misconduct as finally adjudicated in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementa final nonappealable judgment.

General Indemnity. The Borrower 11.1 Each of the Credit Parties expressly declares and agrees to as follows: (and to cause a) the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, partners and its respective and their directors, officers, directors, employees, legal counsel and agents agents, and all of their respective representatives, heirs, successors and assigns (each an collectively the “Indemnified PartyParties”) will at all times be indemnified and saved harmless by the Credit Parties from and against any and all obligationsclaims, demands, losses, damages, penalties, actions, judgments, suits, claimscauses of action, costs, expenses charges, expenses, damages and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) liabilities whatsoever arising in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential this Agreement and whether based on any federal, provincial, state or local laws or regulationsthe other Facility Documents, including, without limitation, securitiesthose arising out of or related to actions taken or omitted to be taken by the Lender contemplated hereby, environmental legal fees and commercial laws disbursements on a solicitor and regulationsown client basis and all costs and expenses incurred in connection with the enforcement of this indemnity, under common which the Lender may suffer or incur, whether at law or in equity, or based on contract or otherwise) in any manner relating to way caused by or arising out arising, directly or indirectly, in respect of this Agreement or any other Loan Document, or any act, event deed, matter or transaction related thing whatsoever made, done, acquiesced in or attendant theretoomitted in or about or in relation to the execution of its duties as Lender and including any act, deed, matter or thing in relation to the making and/or the management registration, perfection, release or discharge of the Loan or the use or intended use security. The foregoing provisions of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to this subsection do not apply in any circumstances where any Indemnified Party to the extent that such Losses were caused by was grossly negligent or resulted from the acted with wilful misconduct or gross negligence of such Indemnified Partyin relation to their obligations hereunder. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this This indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementAgreement and any transfer and/or assignment by the Lender of any of its rights and/or obligations; and (b) the Lender may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document reasonably believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

General Indemnity. The Borrower agrees to (Lessee shall indemnify Lessor, its Affiliates and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, any Assignee and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel accountants, attorneys and other agents (each such person being an “Indemnified Party”) from on demand, without any limitation as to amount, against each liability, cost and against any and expense (including all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses reasonable fees and disbursements of all counsel retained for advice, suit, appeal or other proceedings or purpose, and of any kind expert or nature agents an Indemnified Party may retain) heretofore or hereafter imposed on, incurred by or asserted against any Indemnified Party (includingincluding any claim involving any allegation of any violation of applicable law of any governmental authority (including any environmental law or criminal law)), however asserted and whether now existing or hereafter arising, arising out of or in connection with the manufacture, purchase, ownership, delivery, installation, possession, use, storage, operation, failure, maintenance, repair, return, repossession or other disposition of the Equipment or with this Lease including without limitationlimitation claims for injury to or death of persons and for damage to property (collectively “Claims”); provided, however, the disbursements and the fees foregoing indemnity shall not apply to: (on a solicitor-client basisa) of one legal counsel (unless it would be inappropriate for one counsel to represent all any liability, cost or expense incurred by any Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) Party in connection with any investigative, administrative challenge by or judicial proceedings, whether or not dispute with any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or governmental authority arising out of or in connection with the accounting treatment of this Agreement Lease which is adopted (or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder proposed to any Indemnified Party to the extent that such Losses were caused be adopted) by or resulted from the wilful misconduct or gross negligence of such Indemnified Party, or a determination by any governmental authority that any such accounting treatment is unavailable or invalid, or (b) any liability, cost or expense solely attributable to an Indemnified Party’s gross negligence or willful misconduct. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates Lessee shall give Lessor and any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable LawAssignee prompt notice of any Claim. Any Losses covered by this This indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 agreement shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.Lease

General Indemnity. The Borrower agrees (a) In addition to (the payment of expenses pursuant to Section 9.17, whether or not the transactions contemplated hereby shall be consummated, Borrower, at its sole cost and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)expense, shall, jointly and severally, protect, indemnify indemnify, reimburse, defend and pay and hold harmless LenderLender and its officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, Affiliates, and each Person who controls any of its Affiliatesthe foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the “Indemnified Parties”) for, from and against, and Subsidiariesshall be responsible for, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements Damages payable by any Indemnified Party to any third party of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedingswhatsoever, whether direct, indirect, special or not consequential and whether based on any Indemnified Party shall be designated a party theretofederal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), (collectivelyon common law or equitable cause or on contract or otherwise, “Losses”) which may be imposed on, incurred by, or asserted againstagainst any of the Indemnified Parties, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner way relating to or arising out of this Agreement (i) the making or holding or enforcement of the Loan by Lender or the administration of the Transaction; (ii) ownership of the Note(s) or the Mortgages (including, without limitation, any other tax on the making and/or recording of any of the Loan DocumentDocuments), or any actinterest in any Property or receipt of any rents or Revenues; (iii) any accident, event injury to or transaction related death of persons or attendant theretoloss of or damage to property occurring in, on or about any Property or any part thereof or on the making and/or adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any use, nonuse or condition in, on or about any Property any part thereof or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any failure on the management part of Borrower or Sponsor to perform or comply with any of the terms of the Loan Documents to which they are a party; (vi) performance of any labor or services or the use | NY\1631294.13 mle xx xxxx Loan Agreement|| furnishing of any materials or intended use other property in respect of any Property or any part thereof; (vii) any failure of any Property, Borrower or Sponsor to comply with any Legal Requirements; (viii) any representation or warranty made by Borrower or Sponsor in any of the proceeds Loan Documents being false or misleading in any material respect as of the Loandate such representation or warranty was made; (ix) any Use or Release of Hazardous Substances; (x) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Property or any part thereof under any legal requirement or any liability asserted against any Indemnified Party with respect thereto; and (xi) any and all claims and demands whatsoever that may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on such party’s part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, in each case, to the extent resulting, directly or indirectly, from any claim (including, without limitation, any Environmental Claim) made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any Person; provided, however however, that the Borrower no Indemnified Party shall have no obligation the right to be indemnified hereunder to any Indemnified Party to the extent that such Losses were caused Damages have been found by or a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the wilful gross negligence, fraud, or willful misconduct or gross negligence of such Indemnified Party. To . (b) Upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party with respect to the extent that the undertaking to indemnify set forth matters contemplated by Section 5.18(a) (if requested by any Indemnified Party, in the preceding sentence may be unenforceable against name of the Borrower because it violates Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding the foregoing, any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demandmay, in the event of a conflict of interest, engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, failing prompt payment, shall, together with interest thereon at the Deemed Interest option of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding against such Indemnified Party. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. (c) Any amounts payable to Lender by reason of the application of this Section 5.18 shall be secured by the Mortgages and shall become immediately due and payable and shall bear interest at the Default Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured Damages are sustained by the Collateral. Indemnified Parties until paid. (d) The provisions of and undertakings and indemnification set forth in this Section 12.1 5.18 shall survive the satisfaction and payment in full of all Obligations the Indebtedness and the termination of this Agreement., but only with respect to matters arising or accruing or as a result of circumstances that occurred prior to such satisfaction and payment in full. | NY\1631294.13 mle xx xxxx Loan Agreement||

General Indemnity. The Borrower agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “"Indemnified Party”") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “"Losses”") which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan DocumentOther Agreement, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Lawapplicable law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations Liabilities and be secured by the Collateral. The provisions of this Section 12.1 section shall survive the satisfaction and payment of all Obligations Liabilities and the termination of this Agreement.

General Indemnity. The Borrower Except as otherwise provided herein, the Corporation agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lendersave the Indemnified Party harmless, and each to the fullest extent permitted by law, including but not limited to that permitted under the CBCA, as the same exists on the date hereof or may hereafter be amended (but, in the case of its Affiliatessuch amendment, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment) from and against any and all obligationsan costs, charges, expenses, fees, losses, damagesdamages or liabilities (including legal or other professional fees), penaltieswithout limitation, actionsand whether incurred alone or jointly with others, judgmentswhich the Indemnified Party may suffer, suitssustain, claims, costs, expenses incur or be required to pay and disbursements which arise out of or in respect of any kind Claim which may be brought, commenced, made, prosecuted or nature (threatened against the Indemnified Party, the Corporation, the Interested Corporation or any of the directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party or which the Indemnified Party failed or omitted to do arising out of, or in connection with the affairs of the Corporation or Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party’s duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any and all costs, charges, expenses, fees, losses, damages or liabilities which the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would Indemnified Party may suffer, sustain or reasonably incur or be inappropriate for one counsel required to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) pay in connection with any investigativeinvestigating, administrative or judicial proceedingsinitiating, whether or not any Indemnified Party shall be designated a party thereto)defending, (collectivelyappealing, “Losses”) which may be imposed onpreparing for, incurred byproviding evidence in, or asserted against, any Indemnified Party (whether direct, indirect or consequential instructing and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract receiving the advice of counselor other professional advisor or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any actamount paid to settle any Claim or satisfy any judgment, event fine or transaction related penalty, provided, however, that the indemnity provided for in this Section 2.1 will only be available if: (i) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or attendant theretothe Interested Corporation, as the case may be; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent had reasonable grounds for believing that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementhis conduct was lawful.

General Indemnity. The In addition to the payment of expenses pursuant to Section 8.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless LenderLender and any holder of Note, and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of Lender and such holder(s) (each an collectively called the “Indemnified PartyIndemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such indemnities in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Documentagreements executed and delivered by Borrower, or any act, event other Obligor in connection with the Loans (but not to any other transaction entered into by and between Borrower or transaction related or attendant theretoany other Obligor on one hand and Lender on the other hand), the making and/or statements contained in any commitment letters delivered by Lender, Lender’s agreement to make the management of the Loan Loans hereunder or the use or intended use of the proceeds of the LoanLoans hereunder (the “Indemnified Liabilities”); provided, however provided that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted Indemnitees with respect to Indemnified Liabilities arising from the wilful negligence or willful misconduct or gross negligence of such Indemnified Partythe Indemnitees as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable Law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 8.04 shall survive the satisfaction and payment of all the Obligations and the termination of this Agreement.

General Indemnity. The Borrower agrees to (Borrowers, jointly and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)severally, protectshall pay, indemnify indemnify, and hold harmless Agent and each Lender, and each of its Affiliates, and Subsidiaries, and its respective their officers, directors, employees, legal partners, agents, counsel and agents attorneys-in-fact (each each, an “Indemnified PartyPerson”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, charges, expenses or disbursements (including Lender Expenses, but limited, in the case of legal fees and disbursements expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one (1) primary outside counsel for the Indemnified Persons taken as a whole, one (1) local counsel to the Indemnified Persons taken as whole in each relevant jurisdiction (excluding in-house counsel), and solely in the event of an actual or reasonably perceived conflict of interest and after written notice to the Borrowers regarding such actual or perceived conflict of interest, one (1) additional outside counsel for the Indemnified Persons taken as a whole)) of any kind or nature whatsoever with respect to the execution, 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 violation by any Loan Party of any applicable law (includingincluding any Relevant Agency Law), without limitationany investigation, the disbursements and the fees litigation or proceeding (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which including any case, all legal counsel for each Indemnified Partyaction or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding) in connection with any investigative, administrative related to this Agreement or judicial proceedingsthe Advances or the use of the proceeds thereof, whether or not any Indemnified Party shall be designated Person is a party thereto)thereto (all the foregoing, (collectively, the “LossesIndemnified Liabilities”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan); provided, however that the Borrower Borrowers shall have no obligation hereunder to any Indemnified Party Person with respect to Indemnified Liabilities arising from solely (a) the extent that such Losses were caused by gross negligence, bad faith or resulted from the wilful willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth Person as determined by a court of competent jurisdiction in the preceding sentence may be unenforceable against the Borrower because it violates a final, non-appealable judgment or (b) any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each dispute solely among Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementPersons.

General Indemnity. The Borrower agrees that while Lender has no liability to (any person in tort or otherwise as lender and to cause that Lender is not an owner or operator of the other Loan Parties to) defend (with counsel satisfactory to Lender)Property, Borrower shall, at its sole expense, protect, defend, release, indemnify and hold harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents the Indemnified Parties (each an “Indemnified Party”defined below) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature Losses (including, without limitation, the disbursements and the fees (on a solicitor-client basisdefined below) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted againstagainst the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, Loan, or Loan Documents; provided, however, that the foregoing shall not apply (a) to any Losses caused by the gross negligence or willful misconduct of the Indemnified Party Parties or (whether directb) provided no Event of Default then exists, indirect to any disputes among the Indemnified Parties not caused in whole or consequential and whether based on in part by a breach of Borrower’s obligations under the Loan Documents. The term “Losses” shall mean any federalclaims, provincialsuits, state or local laws or regulationsliabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out unrealized loss of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management value of the Loan or the use or intended use Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of the proceeds whatever kind including attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (i) Lender, (ii) any servicer of the Loan; provided, however that (iii) the Borrower shall have no obligation hereunder to officers, directors, shareholders, partners, members, employees and trustees of any Indemnified Party to of the extent that such Losses were caused by or resulted from foregoing, and (iv) the wilful misconduct or gross negligence heirs, legal representatives, successors and assigns of such Indemnified Partyeach of the foregoing. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementTHE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY.

General Indemnity. The In addition to the payment of expenses pursuant to Section 9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless LenderLender and any holder of any Note, and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of Lender and such holder(s) (each an “Indemnified Party”collectively called the "indemnities") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such indemnities in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such indemnities shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnities, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or other agreements executed and delivered by Borrower or any other Loan Document, or any act, event or transaction related or attendant theretoobligor in connection herewith, the making and/or the management of statements contained in any commitment letters delivered by Lender, Lender's agreement to make the Loan hereunder or the use or intended use of the proceeds of the LoanLoan hereunder (the "indemnified liabilities"); provided, however that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnities or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 9.05 shall survive the satisfaction and payment of all Obligations Borrower's obligations and the termination of this Agreement. Notwithstanding the foregoing, Borrower's liability for the indemnified liabilities referenced in this provision shall not exceed $25,000.00.

General Indemnity. The Borrower Lessee hereby agrees to (and to cause the other Loan Parties to) indemnify, reimburse, defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lendereach Indemnitee on a net after-tax basis, and each of its Affiliatesas provided in Section 10(e), and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents within fifteen (each an “Indemnified Party”15) days after demand from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature claims (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party theretobased on strict liability), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party damages (whether direct, indirect indirect, incidental, special or consequential consequential), losses, charges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether based on civil or criminal), penalties, fines, other sanctions, and any federalreasonable costs and expenses, provincial, state or local laws or regulationsin connection herewith, including, without limitation, securitiescosts and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and commercial laws and pollution regulations, under common law or which in equityany way may result from, pertain to, or based on contract or otherwise) arise in any manner relating out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of the transactions contemplated thereby; (2) the Engine or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Engine to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations -75- 76 for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or design of the Engine), (v) an underlying act which occurs after the Engine has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition or (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not required to give effect to the provisions of the Operative Documents, the Financing Documents or the Purchase Documents (provided, however, in no event will Lessee be liable for any Claims resulting from, pertaining to or arising from or related to Lessor's granting or creating a Lessor's Lien or the granting or creation of a Head Lessor's Lien). Upon full payment of the indemnities herein, Lessee shall be subrogated to all rights and remedies which such Indemnitee may have against any third party against whom such Indemnitee has the right to assert a Claim which arises under any action described in this Section 13 (except Claims under such Indemnitee's own insurance policies or under the indemnification provisions of any of the Financing Documents). Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on account of any Claims for or on account of or arising or in any way connected with injury to or death of personnel of Lessee or loss or damage to property of Lessee or the loss of use of any property which may result from or arise in any manner out of this or in relation to the importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as -76- 77 and to the extent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), delivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the Engine or any other Loan DocumentPart thereof, either in the air or on the ground, or which may be caused by any actdefect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, event or transaction related use thereof or attendant theretofrom any maintenance, the making and/or the management service, repair, overhaul, or testing of the Loan Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not the use Engine or intended use such Part is at the time in the possession of Lessee, and regardless of the proceeds location of the Loan; provided, however that the Borrower shall have no obligation hereunder to Engine at any Indemnified Party such time except to the extent that such Losses were caused Claim results from (i) the gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due to its interest in the Engine, any Operative Document, any Purchase Document or any Financing Document), (ii) the material breach of any of its express representations, warranties or covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or resulted covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to but excluding the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Airframe, any Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents (except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the wilful misconduct or gross negligence exercise of its remedies during the Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and, so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnified PartyIndemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. To In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with respect to any Claim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations or liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the undertaking defense thereof where Lessee An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to indemnify set forth in control the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking defense of a Claim to the maximum extent permitted by Applicable Lawthis Section. Any Losses covered by Nothing in this indemnity Section shall be paid construed as a guaranty by Lessee of payments due pursuant to each Indemnified Party on demandany indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, failing prompt paymentfor the avoidance of doubt, shall, together with interest thereon at such Indemnitee shall not be entitled to any double recovery for the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateralsame Claim). The provisions of indemnities contained in this Section 12.1 13 shall survive continue in full force and effect notwithstanding the satisfaction and payment of all Obligations and the expiration or other termination of this AgreementLease or any of the other Operative Documents and are expressly made for the benefit of and shall be enforceable by each Indemnitee.

General Indemnity. The In addition to the payment of expenses pursuant to Section 11.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify pay and hold harmless Lenderthe Bank, its affiliates and any holder of any Note, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, successors and agents assigns (each an collectively called the “Indemnified PartyIndemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees (or any of them), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other the Loan Document, or any act, event or transaction related or attendant theretoDocuments, the making and/or statements contained in any commitment letters delivered by the management Bank, the Bank’s agreement to make the Loans or issue the Bonds Letter of the Loan Credit, or the use or intended use of the proceeds of any of the LoanLoans or Bonds Letter of Credit (the “Indemnified Liabilities”); provided, however however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partyan Indemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Indemnitees or any of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementthem.

General Indemnity. The In addition to the payment of expenses pursuant to Section 7.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless LenderLender and any holder(s) of the Revolving Credit Note, and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of Lender and such holder(s) (each an “Indemnified Party”collectively, the "Indemnities") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnities in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentagreement, document or instrument executed and delivered by Borrower or any act, event other Obligor in connection herewith or transaction related or attendant theretotherewith, the making and/or statements contained in any commitment letters delivered by Lender, Lender's agreement to make the management of the Loan Revolving Credit Loans hereunder or the use or intended use of the proceeds of any Revolving Credit Loan hereunder (collectively, the Loan"indemnified liabilities"); provided, however provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction in a final nonappealable order. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 7.05 shall survive the satisfaction and payment of all the Borrower's Obligations and the termination of this Agreement.

General Indemnity. The In addition to the payment of expenses pursuant to Section 10.3, whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)indemnify, protect, indemnify pay and hold harmless LenderAgent, each of the Banks and any other holder(s) of the Notes, and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel agents and agents affiliates of any of them (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, by or asserted againstagainst the Indemnitees, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentagreement, document or instrument executed and delivered by the Borrower or any act, event other Obligor in connection herewith or transaction related or attendant theretotherewith, the making and/or the management statements contained in any commitment letters delivered by Agent or any of the Loan Banks, the Banks' agreements to make the Revolving Credit Loans hereunder or the use or intended use of the proceeds of any Revolving Credit Loan hereunder (collectively, the Loan"indemnified liabilities"); provided, however provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted indemnified liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partythat Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date payment and satisfaction of all indemnified liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralIndemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 12.1 10.5 shall survive the satisfaction and payment of all the Borrower's Obligations and the termination of this Agreement.

General Indemnity. The Borrower Lessee agrees to (pay, and on demand to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lenderharmless, Lessor, Beneficiary and each of its Affiliatestheir respective successors, assigns, agents and Subsidiariesservants, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligationsclaims, damages, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature liabilities (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or but not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted againstlimited to, any Indemnified Party (whether direct, indirect claim or consequential and whether based on any federal, provincial, state liability for strict liability in tort or local laws or regulationsotherwise, including, without limitation, securitiesliability arising under any applicable environment, environmental noise or pollution control statute, rule or regulation), demands, suits, judgments, causes of action and commercial laws all legal proceedings, whether civil or criminal, penalties, fines and regulationsother sanctions, under common law and any costs and expenses incurred in connection therewith, including attorney's fees, which may result from, relate to or in equityarise out of the condition, lease, sub-lease, possession, use or operation of any item of Equipment, or based on contract which may be caused by any defect in any item of Equipment, latent or otherwise) in any manner relating to or , arising out of this Agreement from the material or any other Loan Documentarticle used therein or from the design, testing or use thereof or from any actmaintenance, event service, repair, overhaul or transaction related or attendant theretotesting thereof, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan(any such basis for an indemnity set forth above being referred to herein as a "Loss"); provided, however however, that the Borrower shall have no obligation hereunder in all cases referred to in this Article 8.1, excluding any Indemnified Party Loss to the extent that such Losses were caused Loss (i) is the subject matter of another indemnity provision of this Lease Agreement or consists of a cost or expense imposed on Lessor or Beneficiary by the terms hereof or resulted from is incurred by Lessor or Beneficiary in performing its obligations to Lessee hereunder, (ii) arises as a result of the wilful misconduct or gross negligence of any Indemnitee, (iii) arises as a result of Lessor Taxes or a Lessor Lien or any breach by any Indemnitee of its representations or obligations hereunder, (iv) is caused by acts, omissions or events which occur following the return of possession of the Aircraft to Lessor or its designee at a time when no Event or Default shall have occurred and then be continuing, (v) consists of costs, fees or expenses related to the negotiation preparation or execution of the Letter of Intent or the Lease Agreement, (vi) consists of costs, fees or expenses arising out of the acquisition or transfer by Lessor or any Indemnitee of any interest in the Aircraft or this Lease Agreement except any such Indemnified Partytransfer in connection with the exercise of remedies hereunder in accordance with the terms of Article 15 hereof after the occurrence of an Event of Default or as a result of a replacement of a Part or an Engine pursuant to Article 6.1 or 9.2 hereof, (vii) arises out of or results from acts of any Indemnitee prior to the Delivery Date, (viii) is one with respect to which the Indemnitee has a right to participate in a proceeding with respect to such Loss, if such Indemnitee refuses to implead, to the extent reasonable and practicable, any party whom Lessee believes is ultimately responsible with respect to such Losses or to assert, to the extent reasonable and practicable, any cross-Losses Lessee deems appropriate where it in not possible for Lessee to assert such rights itself, (ix) relates to the performance by any Indemnitee of its obligations under this Lease Agreement or arising out of any default under any financing of any item of Equipment that is not an Event of Default hereunder, (x) arises, out of any change in any agreement related to the financing of the Aircraft, any Engine or any Part thereof, unless Lessee has expressly agreed to undertake such obligations, and/or (xi) relates to the costs, fees and any other out-of-pocket expenses incurred in connection with the establishment, maintenance or restructuring of the financing or refinancing of the Aircraft or any Indemnitee's interest in the trust estate established under the Trust Agreement or the creation or maintenance of such trust estate or to any action or dispute between the parties to any agreement with respect to the financing of any Item of Equipment not resulting from the occurrence and continuance of an Event of Default hereunder. Notwithstanding anything to the contrary contained in this Article 8.1, the indemnification provided for herein shall not include indemnification of any person in such person's capacity as designer, manufacturer of or maintenance performer for the Aircraft, any Engine or any Part. 1. Notwithstanding anything to the contrary contained herein, Lessee shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitee except in the case specified in the proviso to the third sentence of this paragraph. No Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Loss without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its rights with respect to such Losses under this Article 8.1; provided that the payment of an amount to which a Loss relates when legally compelled to do so by a Government Entity of competent jurisdiction after which a request for a refund of such amount is diligently pursued by appropriate procedures in accordance with the terms of this Article 8.1 will not be considered a settlement, compromise or consent to judgment requiring Lessee's prior consent or resulting in a waiver of such Indemnitee's rights of indemnification with respect to such amount. Except as otherwise provided in the immediately preceding sentence, the entering into any such settlement or compromise or consent without Lessee's prior written consent shall constitute a waiver by such Indemnitee of all its rights of indemnification hereunder in respect of such matter. To the extent that a claim indemnified by Lessee under Article 8.1 is in fact paid in full by Lessee and/or an insurer under a policy of insurance maintained by Lessee, Lessee and/or such insurer, as the undertaking case may be, shall be subrogated to indemnify rights and remedies of the Indemnitee on whose behalf such claim was paid (other than rights of such Indemnitee under insurance policies maintained at its own expense) with respect to the transaction or event giving rise to such claim. So long as no Event under Article 14.1(a), (b), (f) or (g) or Event of Default under the Lease shall have occurred and be continuing, should an Indemnitee receive any payment from any person other than Lessee or its insurers and except for payments received under insurance policies maintained by an Indemnitee at its own expense, in whole or in part, with respect to any claim already paid by Lessee or its insurers hereunder, such Indemnitee shall promptly pay the amount so received (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such claim) over to Lessee. Notwithstanding anything to the contrary contained in this Article 8.1, the indemnification provided for in this Article 8.1 shall only apply to matters which occur or fail to occur subsequent to the acceptance of the Aircraft hereunder and prior to the Expiration Date and return of the Equipment pursuant to the terms hereof. The indemnities contained in this Article 8.1 shall expire and be of no further force and effect with respect to any claim or other circumstance set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law first paragraph of this Article 8.1 notice of which shall not have been given to Lessee in writing (referring expressly to this Article 8.1) on or public policy, the Borrower shall satisfy such undertaking prior to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at second anniversary of the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementExpiration Date.

General Indemnity. The Borrower agrees Corporation agrees: (a) Expanded Indemnity - except in respect of an action by or on behalf of the Corporation or an Interested Corporation to (and procure a judgment in its favour against the Indemnified Party, or as otherwise provided herein, to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lendersave the Indemnified Party harmless, and each to the full extent permitted by law, including but not limited to that under the Canada Business Corporations Act, as the same exists on the date hereof or may hereafter be amended (but, in the case of its Affiliatessuch amendment, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the law permitted prior to such amendment) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses charges, expenses, fees, loss, damages or liabilities (including legal or other professional fees), without limitation, and disbursements whether incurred alone or jointly with others, which the Indemnified Party may suffer, sustain, incur or be required to pay arising out of or incurred in respect of any kind action, suit, proceeding, investigation or nature claim which may be brought, commenced, made, prosecuted or threatened against the Indemnified Party or any of the other directors or officers of the Corporation, an Interested Corporation or Other Entity, for or in respect of any claim to which he is made a party by being or having been a director or officer of the Corporation, an Interested Corporation or Other Entity or which the Indemnified Party may be required to participate in or provide evidence in respect of (any of the same hereinafter being referred to as a "Claim") howsoever arising and whether arising in law, equity or under statute, regulation or governmental ordinance of any jurisdiction or any act, deed, matter or thing done, made, permitted or omitted by the Indemnified Party arising out of, or in connection with the affairs of the Corporation, the Interested Corporation or Other Entity or the exercise by the Indemnified Party of his powers or the performance of his duties as a director or officer of the Corporation, an Interested Corporation or Other Entity including, without limitation, any and all costs, charges, expenses, fees, loss, damages or liabilities which the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would Indemnified Party may suffer, sustain or incur or be inappropriate for one counsel required to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) pay in connection with any investigativeinvestigating, administrative initiating, defending, appealing, preparing for, providing evidence in, instructing and receiving the advice of his own or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Documentcounsel, or any actamount paid to settle any claim or satisfy any judgment, event fine or transaction related or attendant theretopenalty, provided that the indemnity provided for in this Section 1(a) will only be available provided: (i) the Indemnified Party was acting honestly and in good faith with a view to the best interests of the Corporation, the making and/or Interested Corporation or Other Entity, as the management case may be; (ii) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, in so acting, the Indemnified Party had reasonable grounds for believing that his conduct was lawful; and (b) Indemnity as of Right - notwithstanding anything herein, an Indemnified Party is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been a director or officer of the Loan Corporation or an Interested Corporation, if the use or intended use Indemnified Party: (i) was substantially successful on the merits in his defence of the proceeds of action or proceeding; and (ii) fulfils the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify conditions set forth out in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations Section 1(a)(i) and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement(ii) above.

General Indemnity. The Borrower agrees Except to (the extent claims are caused by the sole negligence or willful misconduct of the City and its employees, agents and contractors, and not waived by Tenant pursuant to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)Section 11.6 below, Tenant shall indemnify, protect, indemnify defend, and hold harmless LenderCity and its elected officials, officers, employees, volunteers, lenders, agents, and representatives and each of its Affiliates, their successors and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) assigns from and against any and all obligationsthird party claims, lossesjudgments, causes of action, damages, penalties, actionscosts, judgmentsliabilities, suitsand expenses, claimsincluding all reasonable out-of-pocket costs, costsattorneys’ fees, expenses and disbursements liabilities incurred in the defense of any kind such claim or nature any action or proceeding brought thereon, arising at any time during or after the Term as a result (including, without limitation, the disbursements and the fees (on a solicitor-client basisdirectly or indirectly) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with (a) any investigativeTenant default under this Lease (including in the performance or non-performance of any obligation on Tenant’s part to be performed under the terms of this Lease); (b) Xxxxxx's performance of the design and construction of the Billboard; (c) Tenant’s or Tenant’s representatives or agents use of the Premises, administrative the Billboard, any portion thereof, or judicial proceedingsany improvements thereon, the conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant or its representatives or agents in or about the Premises or any portion thereof, or any improvements thereon, except that with regard to the presence of Hazardous Materials, the Premises or any improvements thereon, Tenant will not be responsible for conditions that existed prior to the date that City delivers exclusive control of the Premises to Tenant and, whether prior to the Effective Date or not, were not caused by Tenant or its authorized representatives; and (d) any Indemnified Party shall be designated a party thereto)grossly negligent or willful act, error or omission of Tenant or its representatives or agents in or about the Billboard, any portion thereof, or any improvements thereon (collectively, “LossesIndemnification”). Tenant shall provide such Indemnification by and through counsel reasonably approved by City. Without limiting the foregoing, Xxxxxx’s obligation under this section includes Liabilities arising from any of the following: (a) which may be imposed on, incurred Any Occurrence that is caused by, or asserted againstrelated in any way to, a verbal or nonverbal display on the Billboard. (b) Xxxxxx’s failure to perform any Indemnified Party (whether directprovision of this Lease due to no fault of City, indirect or consequential and whether based on to comply with any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common requirement of law or in equityapplicable to Tenant, or based to fulfill any requirement imposed by any governmental entity (including City when acting as a government) on contract Tenant or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended on Tenant’s use of the proceeds Premises. (c) Any claim that Xxxxxx’s policies with respect to the allocation of advertising time violate any person’s or persons’ First Amendment rights. (d) Any Occurrence caused or allegedly caused by (i) any condition of the LoanPremises created by Tenant or by any Person on the Premises with Xxxxxx’s permission; provided, however that or (ii) some act or omission on the Borrower shall have no obligation hereunder to Premises by Tenant or by any Indemnified Party to Person on the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified PartyPremises with Xxxxxx’s permission. To the extent that the undertaking to indemnify set forth Notwithstanding anything in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policythis Section 11.2, the Borrower Indemnification shall satisfy such undertaking not cover Liabilities arising where a third party challenges the City’s restrictions on advertising, as provided for in Section 7.10. If a third party specifically challenges Xxxxxx’s compliance with the express restrictions in Section 7.10, the City’s indemnity is conditioned on the following events: (1) the City shall promptly notify Tenant of messaging perceived to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.violate Section

General Indemnity. The Borrower Company agrees to (indemnify, defend and to cause save the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold Director harmless Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses charges, expenses, fees, income and disbursements other taxes, damages or liabilities (including legal or other professional fees), whether incurred alone or jointly with others, which the Director may suffer, sustain, incur or be required to pay arising out of or incurred in respect of any kind action, suit, proceeding, investigation or nature claim which may be brought, commenced, made, prosecuted or threatened against the Director or any of the other directors or officers of the Company or any of its subsidiaries or which the Director may be required to participate in or provide evidence in respect of (any of the same hereinafter being referred to as a "Claim") howsoever arising and whether arising in law, equity or under statute, regulation or governmental ordinance of any jurisdiction, for or in respect of any act, deed, matter or thing done, made, permitted or omitted by the Director or the Company or any of its subsidiaries arising out of, or in connection with or incidental to the affairs of the Company or any of its subsidiaries or the exercise by the Director of his powers or the performance of his duties as a director and/or officer of the Company or any of its subsidiaries including, without limitation, (i) any and all costs, charges, expenses, fees, damages or liabilities which the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would Director may suffer, sustain or incur or be inappropriate for one counsel required to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) pay in connection with any investigativeinvestigating, administrative or judicial proceedingsinitiating, whether or not any Indemnified Party shall be designated a party thereto)defending, (collectivelyappealing, “Losses”) which may be imposed onpreparing for, incurred byproviding evidence in respect of, or asserted againstinstructing and receiving the advice of his own or other counsel in respect of, any Indemnified Party Claim, and (whether direct, indirect or consequential and whether based on ii) any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in amount paid to settle any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the LoanClaim; provided, however provided that the Borrower shall have no obligation hereunder to any Indemnified Party indemnity provided for herein will not be available to the extent that such Losses were caused it is finally determined by a court of competent jurisdiction that: (a) in so acting the Director was not acting honestly and in good faith with a view to the best interests of the Company or resulted from its subsidiary, as the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth case may be; or (b) in the preceding sentence may be unenforceable against the Borrower because it violates any law case of a criminal or public policyadministrative action or proceeding, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementDirector did not have reasonable grounds for believing that his conduct was lawful.

General Indemnity. The Borrower agrees In consideration of the Commitments, Borrowers further agree jointly and severally to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lenderdefend each Bank (including Administrative Bank) and its directors, officers, agents and employees (the “Indemnified Parties”) from, and hold each of its Affiliatesthem harmless against, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligationslosses, lossesliabilities, claims, damages, penaltiesdeficiencies, actionsinterest, judgments, suitscosts or expenses incurred by them or any of them, claimsincluding, but without limitation, amounts paid in settlement, court costs, expenses and reasonable fees and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) incurred in connection with any investigativeinvestigation, administrative litigation or judicial proceedingsother proceeding, whether arising out of or not by reason of any Indemnified Party shall be designated a party thereto)investigation, (collectivelylitigation or other proceeding brought or threatened, “Losses”) which may be imposed on, incurred by, arising out of or asserted against, by reason of their execution of any Indemnified Party (whether direct, indirect or consequential Loan Document and whether based on any federal, provincial, state or local laws or regulationsthe transaction contemplated thereby, including, without limitationbut not limited to, securities, environmental and commercial laws and regulations, under common law any use effected or in equity, or based on contract or otherwise) in any manner relating proposed to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use be effected by a Borrower of the proceeds of the Loan; providedLoans, however that but excluding any such losses, liabilities, claims, damages, deficiencies, interest, judgment, costs or expenses determined by a court of competent jurisdiction in a final and non-appealable judgment to have incurred by reason of the Borrower shall have no obligation hereunder to any gross negligence or willful misconduct of the relevant Indemnified Party. Any Indemnified Party seeking indemnification under this Section will notify Borrowers of any event requiring indemnification within thirty (30) Business Days following such Indemnified Party’s receipt of notice of commencement of any action or proceeding, or such Indemnified Party’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for indemnification hereunder. Borrowers will be entitled (but not obligated) to assume the extent defense or settlement of any such action or proceeding or to participate in any negotiations to settle or otherwise resolve any claim using counsel of its choice; provided that: (i) Borrowers notify such Indemnified Party in writing that Borrowers will indemnify such Losses were caused by Indemnified Party from and against the relevant claim in accordance with the foregoing paragraph; (ii) such counsel is reasonably satisfactory to such Indemnified Party; (iii) such claim involves only money damages and does not seek an injunction or resulted from other equitable relief; (iv) if such Indemnified Party is a Bank or Administrative Bank, settlement of, or an adverse judgment with respect to, such claim is not, in the wilful misconduct or gross negligence good faith judgment of such Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of such Indemnified Party; (v) Borrowers conduct the defense of such claim actively and diligently (to be determined using customary standards for like defenses); (vi) no conflict of interest has arisen which would prevent counsel for Borrowers from also representing such Indemnified Party because the defendants in any action include both such Indemnified Party and Borrowers; and (vii) Borrowers will not consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of such Indemnified Party (not to be unreasonably withheld, conditioned or delayed). To So long as Borrowers have assumed the extent that defense of such claim and is conducting such defense in accordance with the undertaking to indemnify set forth foregoing, such Indemnified Party: (x) may retain separate co-counsel at their sole cost and expense and participate in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy defense of such undertaking claim; (y) will not consent to the maximum extent permitted by Applicable Lawentry of any judgment or enter into any settlement with respect to such claim without the prior written consent of Borrowers with respect to such claim (not to be withheld unreasonably). Any Losses covered by this indemnity shall be paid If Borrowers fail to each assume such defense in accordance with the foregoing or, after doing so, Borrowers fail to satisfy any of the above conditions to Borrowers’ defense, such Indemnified Party on demand(and its counsel) may defend against, andand consent to the entry of any judgment or enter into any settlement with respect to, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each such claim in any manner it may reasonably deem appropriate (and such Indemnified Party until paid need not consult with, or obtain any consent from, any Borrower in fullconnection therewith) and Borrowers will reimburse such Indemnified Party promptly and periodically for the out-of-pocket costs of defending against such claim (including reasonable attorneys’ fees and expenses) and Borrowers will remain responsible for any loss which such Indemnified Party may suffer resulting from, be added arising out of, relating to, in the nature of, or caused by such claim to the Obligations fullest extent provided for and be secured required by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

General Indemnity. The In addition to the payment of expenses pursuant to SECTION 11.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees to (and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify pay and hold harmless Lenderthe Bank, its affiliates and any holder of any Notes, and each of its Affiliates, and Subsidiaries, and its their respective officers, directors, employees, legal counsel agents, successors and agents assigns (each an “Indemnified Party”collectively called the "INDEMNITEES") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) any of such Indemnitees in connection with any investigative, administrative or judicial proceedingsproceeding commenced or threatened, whether or not any Indemnified Party of such Indemnitees shall be designated a party thereto), (collectively, “Losses”) which that may be imposed on, incurred by, or asserted againstagainst the Indemnitees (or any of them), any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other the Loan Document, or any act, event or transaction related or attendant theretoDocuments, the making and/or statements contained in any commitment letters delivered by the management of Bank, the Loan Bank's agreement to make the Loans, or the use or intended use of the proceeds of any of the LoanLoans (the "INDEMNIFIED LIABILITIES"); providedPROVIDED, however HOWEVER, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Indemnified Party to the extent that such Losses were caused by or resulted Liabilities arising from the wilful misconduct or gross negligence or willful misconduct of such Indemnified Partyan Indemnitee. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable against the Borrower because it violates is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy such undertaking under applicable law, to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each payment and satisfaction of all Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date Liabilities incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions Indemnitees or any of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreementthem.

General Indemnity. The Borrower agrees to (Each Lease is a net lease. Therefore, Lessee shall indemnify VTA and to cause the other Loan Parties to) defend (with counsel satisfactory to Lender)its successors and assigns against, protect, indemnify and hold harmless LenderVTA, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel successors and agents (each an “Indemnified Party”) assigns harmless from and against any and all obligationsclaims, lossesactions, damages, penaltiesobligations, actionsliabilities, judgmentscosts and expenses, suitsincluding, claimswithout limitation, costslegal fees incurred by VTA or its successors and assigns arising out of each Lease, expenses and disbursements or Lessee’s operation of any kind the Equipment or nature (the VTA Network, including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which casepurchase, all legal counsel for each Indemnified Party) in connection with any investigativeownership, administrative or judicial proceedingsdelivery, whether or not any Indemnified Party shall be designated a party thereto)lease, (collectivelypossession, “Losses”) which may be imposed onmaintenance, incurred bycondition, use, installation, operation, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equityreturn of the Equipment, or based on contract claims against VTA arising by operation of law applicable to the Equipment or otherwise) in the VTA Network, except that Lessee shall not be liable for any manner relating claims, actions, damages, obligations, and costs and expenses determined by a non-appealable, final order of a court of competent jurisdiction to result from the gross negligence or arising out willful misconduct of VTA or its successors and assigns. As required by the Grant, to the extent permitted by law, Lessee agrees to indemnify and hold the federal government, or any agency or subdivision thereof, harmless from and against all liability that the federal government incurs, directly or indirectly, as a result of this Agreement and the award of the Grant, arising from Lessee’s performance hereunder, including but not limited to the construction, renovation or repair of the Equipment or any other Loan Documentrelated facility, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party but only to the extent that such Losses were liabilities are incurred because of toxic or hazardous contamination or groundwater, surface water, soil, or other conditions caused by the operation of the Equipment or resulted from Lessee’s performance of this Agreement subject to the wilful misconduct provisions of 13 Code of Federal Regulations at Section 302.19, to the extent applicable and as may be amended. Lessee agrees that upon written notice by VTA of the assertion of any claim, action, damage, obligation, liability, or gross negligence lien, Lessee shall assume full responsibility for the defense thereof, provided that VTA’s failure to give such notice shall not limit or otherwise affect VTA’s rights to defense or indemnity hereunder. If any payment shall become due pursuant to this Paragraph 21 except for payment of Rent, or Purchase Price (the amount due being the “Indemnity Amount”), receipt of which payment is taxable to VTA, Lessee shall pay an additional sum to VTA such that after VTA’s payment of such Indemnified Party. To taxes, VTA shall realize the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid Indemnity Amount in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 Paragraph with regard to matters arising during a Lease shall survive the satisfaction and payment of all Obligations and the expiration or termination of this Agreementsuch Lease.

General Indemnity. The Borrower agrees to (and to cause Except in the other Loan Parties to) defend (case of the gross negligence or wilful misconduct of the Indemnitee in connection with counsel satisfactory to Lender)the duties of the Indemnitee as a director or officer of the Company or Other Entity, protect, the Company will indemnify and hold harmless Lenderthe Indemnitee and the heirs, executors, administrators and other legal representatives of the Indemnitee (each of its Affiliates, which is included in any reference in this Agreement to the Indemnitee) against and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligationsliabilities, losses, damages, penalties, actions, judgments, suits, claims, costs, fees, charges, disbursements, fines, penalties and expenses and disbursements of any kind kind, regardless of when or nature (how they arose including, without limitationlimiting the generality of the foregoing, all fees, charges and disbursements for the disbursements and the fees (on a solicitor-client basis) services of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which caseany experts, all legal counsel for each Indemnified Partyfees, charges and disbursements on a solicitor and client basis and any amount paid to settle any actions or to satisfy any judgments, (any and all of the foregoing being hereinafter referred to as “Liabilities”) which the Indemnitee may sustain, pay or incur as a result of or in connection with any investigativemanner of action, suit, proceeding, claim, demand, order or investigation (whether civil, criminal, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulationsotherwise, including, without limitationlimiting the generality of the foregoing, securitiesany and all appeals and whether made by any person, environmental firm, corporation, government, or by any governmental department, body, commission, board, bureau, agency or instrumentality (any and commercial laws and regulationsall of the foregoing being hereinafter referred to as an “Action”) to which the Indemnitee is made or threatened to be made a party, under common law for or in equityrespect to any act done or step taken or alleged to have been done or step taken or alleged to have been done or taken, or based on contract not done or otherwise) taken or alleged not to have been done or taken, in any manner relating to the course of or arising from carrying out of this Agreement or any other Loan Documentconducting the Indemnitee’s duties as, or any actthe fact that the Indemnitee is, event a director or transaction related or attendant thereto, the making and/or the management officer of the Loan Company or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this AgreementOther Entity.

General Indemnity. The Borrower agrees to (hereby indemnifies, exonerates, and to cause holds the other Loan Parties to) defend (with counsel satisfactory to Lender), protect, indemnify Bank and hold harmless Lender, any holder of the Note and each of its Affiliates, and Subsidiaries, and its respective the officers, directors, employees, legal counsel employees and agents of the Bank and any such holder (each an “Indemnified Party”collectively, the "Indemnitees") harmless from and against any and all obligations, losses, liabilities, damages, penaltiescosts, expenses, actions, suits, judgments, suits, claims, costs, expenses penalties and disbursements claims of any kind or nature whatsoever (including, without limitation, the court costs and reasonable attorneys' fees and disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, proceeding commenced or threatened (whether or not any Indemnified Party such Indemnitee shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, by or asserted againstagainst any Indemnitee, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any a manner relating to or arising out of (a) this Agreement or any other Loan Documentagreement, instrument or any actdocument executed and delivered by the Borrower in connection herewith, event or transaction related or attendant thereto, the making and/or the management of the Loan or (b) the use or intended use of the proceeds of any Loan or Letter of Credit, or (c) the LoanBorrower's failure to comply with any tax law or any other law, statute or governmental rule or regulation applicable to the Borrower (the "Indemnified Liabilities"); provided, however however, that the Borrower shall have no obligation hereunder to any Indemnitee hereunder with respect to (i) Indemnified Party Liabilities arising from the gross negligence or willful misconduct of such Indemnitee, (ii) any third-party contractual rights to which any Indemnitee is bound or (iii) the violation of any law, rule, regulation or court or administrative decree to which any Indemnitee is bound. If and to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the foregoing undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates for any law or public policyreason whatsoever, the Borrower shall satisfy such undertaking hereby agrees to make the maximum contribution to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to payment and satisfaction of each of the Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the CollateralLiabilities which is permissible under applicable law. The provisions of and undertakings and indemnification set forth in this Section 12.1 17.4 shall survive the satisfaction and payment of all Obligations the Note and other liabilities of the Borrower hereunder and any termination of this Agreement.