Common use of General Indemnity Clause in Contracts

General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser, and its respective partners, officers and agents against any and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. [If the Contractor is NOT a design professional (an architect, a landscape architect or an engineer)] The Company agrees to Contractor shall indemnify and hold save harmless the PurchaserTJPA and its officers, directors, agents and employees from, and its respective partnersif requested shall defend them against, officers and agents against any and all claimsloss, damagescost, liabilities damage, injury, liability, and expenses (claims thereof for injury to or death of a person, including employees of the Contractor or loss of or damage to property, arising directly or indirectly from the Contractor’s performance of this Agreement, including, but not limited to reasonable attorneys' fees and any out to, the Contractor’s use of pocket expenses reasonably incurredfacilities or equipment provided by the TJPA or others, as incurred, in defending against any litigation, commenced or threatenedregardless of the negligence of, and any amounts paid in settlement regardless of any claim whether liability without fault is imposed or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required sought to be stated imposed on the TJPA, except to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out and except where such loss, damage, injury, liability or claim is the result of the failure active negligence or willful misconduct of a registration statement ( other than the Registration Statement with respect TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any claims against the TJPA. In addition to the sale Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to the PurchaserContractor by the TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of the TJPA) and the TJPA shall cooperate with the Contractor and its attorneys, at no cost to the TJPA. The Contractor shall indemnify and hold the TJPA harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for such sales any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by the TJPA, or any of its officers or agents, of articles or services to be effectivesupplied in the performance of this Agreement. [OR, unless there if the Contractor is a design professional (an architect, a landscape architect, or an engineer)] To the fullest extent permitted by law, the Contractor shall be a final judicial determination assume the defense of, indemnify and save harmless the TJPA, its members, directors, officers, and employees (collectively “Indemnitees”), from any claim, loss, damage, injury (including, without limitation, injury to or death of an employee of the Contractor or its subconsultants) and liabilities of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees and costs of investigation), that arise directly or indirectly, in whole or in part, from (x1) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance services under or related to this Agreement, or any part of such services, and (ii2) does not result from the description any negligent, reckless, or willful act or omission of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating Contractor and subconsultant to the Registration Statement Contractor, anyone directly or any amendment thereof indirectly employed by them, or anyone that they control (collectively, “Liabilities”), subject to the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionprovisions set forth herein.

General Indemnity. The Company Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless the Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and its each of their respective partnersAffiliates, officers and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related costs and expenses (including but not limited to all filing fees), including reasonable attorneys' ’, consultants’ and accountants’ fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and disbursements but excluding all Excluded Taxes other than any amounts paid reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in settlement of any claim or litigation in accordance connection with the terms hereof) asserted by persons other than parties to this Agreement or Transaction Documents, any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereoftransactions contemplated thereby, or the prospectus contained therein ownership, maintenance or funding, directly or indirectly, of the Asset Interest (the "Prospectus"), or any part thereof) or in respect of or related to any supplement thereto or amendment thereofSeller Assets, including Pool Assets or any omission, Related Assets or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act otherwise arising out of or relating to or resulting from the sales actions or inactions of Common Stock Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this Article XII, in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by Purchaser after the date a court of this Agreement, including any violations arising out of competent jurisdiction or (y) the failure of a registration statement ( other than an Account Debtor or Obligor to pay any sum due under its Pool Assets by reason of the Registration Statement financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the sale applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to express limitations set forth in this AgreementSection 12.1, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.resulting from:

General Indemnity. The Company agrees to indemnify Borrower hereby covenants with the Agent and hold each Lender that it shall at all times hereafter keep the Agent and such Lender indemnified and held harmless from and against all suits (whether founded or unfounded), actions, proceedings, judgments, demands or claims instituted or made against the PurchaserAgent or such Lender, and its respective partnersall costs, officers and agents against any and all claimslosses, damagesliabilities, liabilities damages and expenses (including but not limited all reasonable legal fees on a solicitor and his own client basis) incurred by the Agent or such Lender in any way relating to, arising out of, or incidental to reasonable attorneys' fees and (a) any out provision of pocket expenses reasonably incurredthe Loan Documents, (b) any Environmental Laws applying to the Agent or such Lender as incurred, in defending against a result of it being a party to or performing its obligations under any litigation, commenced Loan Document or threatened, and (c) any amounts paid in settlement default by the Borrower under any provision of any claim of the Loan Documents. If and for so long as no Event of Default has occurred and is continuing, the Borrower, at its option, shall be entitled to conduct the defence of such suit, action or litigation in accordance proceeding with the terms hereofparticipation of the Agent or such Lender should they so desire. If the defence of any such suit, action or proceeding is not being conducted in a proper or diligent manner by the Borrower, the Agent or such Lender shall on notice to the Borrower (and for the account of the Borrower) asserted by persons other than parties be entitled to take over the conduct of the defence of such suit, action or proceeding with the participation of the Borrower should it so desire. This indemnity shall extend to the officers, directors, employees, agents, shareholders and assignees of the Agent and each Lender and shall survive the termination of this Agreement but shall not apply to any suits, actions, proceedings, judgments, demands or claims or costs, losses, liabilities, damages and expenses resulting from or attributable to the willful misconduct or gross negligence of the Agent or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement Lender or any amendment officers, directors, employees, agents, shareholders or assignees thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify each Lender and hold harmless the PurchaserAdministrative Agent (on their own behalf and on behalf of each of the Lenders’ and the Administrative Agent’s Affiliates and each of such entities’ respective successors, transferees, participants and its respective partnersassigns and all officers, officers directors, shareholders, controlling persons, employees and agents of any of the foregoing) (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, damages, liabilities and related and reasonable costs and expenses (actually incurred, including but not limited to reasonable attorneys' ’ fees and disbursements actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of pocket expenses reasonably incurredor relating to any Transaction Document or the transactions contemplated thereby, as incurredthe acceptance and administration of this Loan Agreement by such Person, in defending against any litigation, commenced commingling of funds related to the transactions contemplated hereby (whether or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"not permitted hereunder), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein use of proceeds therefrom by the Borrower, including (without limitation) in respect of the "Prospectus"), funding of any Advance or in respect of any supplement thereto or amendment thereofPolicy; excluding, or any omissionhowever, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate Indemnified Amounts to Purchaser's statusthe extent determined by a court of competent jurisdiction to have resulted from gross negligence, conduct fraud or performance under or related to this Agreementwillful misconduct on the part of any Indemnified Party (BUT EXPRESSLY EXCLUDING FROM THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) does not result from the description of the transaction contemplated any Tax upon or measured by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or net income (except those described in Section 6.1(a)) on any subsequent date until the expiration of the Option.Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to:

General Indemnity. The Company agrees to indemnify and hold harmless the PurchaserPurchasers (and their respective directors, and its respective officers, managers, partners, officers members, shareholders, affiliates, agents, successors and agents assigns) from and against any and all claimslosses, damagesliabilities, liabilities deficiencies, costs, damages and expenses (including including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Each Purchaser severally but not limited jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees ’ fees, charges and any out of pocket expenses reasonably incurred, disbursements) incurred by the Company as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of each Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by such Purchaser hereunder. Indemnification Procedure. Any party entitled to indemnification under this Article VI (an "indemnified party") will give written notice to the indemnifying party of any matters giving rise to a claim or litigation in accordance with for indemnification; provided, that the terms hereof) asserted by persons other than parties to this Agreement or any affiliate failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Agreement Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the indemnified party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises an indemnified party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such litigation claim, proceeding or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVERaction, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act indemnified party’s costs and expenses arising out of the sales defense, settlement or compromise of Common Stock any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by Purchaser after the date of this Agreement, including any violations arising out indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the failure defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the indemnified party of a registration statement ( other than the Registration Statement with release from all liability in respect to the sale to the Purchaser) for of such sales to be effective, unless there claim. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the indemnified party irrevocably agrees to refund such moneys if it is ultimately determined by a final judicial determination court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (xa) any cause of action or similar rights of the Registration Statement indemnified party against the indemnifying party or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreementothers, and (iib) does not result from any liabilities the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains indemnifying party may be subject to such untrue statements or omissions relating pursuant to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.law. Miscellaneous

General Indemnity. The Company agrees To the maximum extent permitted by applicable law, Contractor shall indemnify, defend (with counsel reasonably acceptable to indemnify the Indemnified Entities (as hereinafter defined)) and hold save harmless the PurchaserACTA, POLA, POLB, and its each of UP, BNSF and PHL, and each of them, and their respective partnersofficers, officers directors, employees, commissioners, agents, successors and agents assigns (individually “Indemnified Entity” and collectively, the “Indemnified Entities”, but excluding from such persons Contractor and the respective agents, contractors and Subcontractors of Contractor), from and against any and all claimsLosses to the extent that they result from any act or omission of Contractor or its affiliates or subsidiaries, damagesor their respective employees, liabilities and expenses agents, representatives, contractors, Subcontractors, invitees or licensees, during the term hereof, including Losses for (including but not limited a) personal injury to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement death of any claim person or litigation in accordance with damage to property, including the property of any other person or entity, which may result from the Services or equipment of Contractor or its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors or invitees, (b) a breach of the terms hereof) asserted by persons other than parties to of this Agreement or any affiliate of any party law, ordinance or regulation, or a failure by Contractor to obtain or maintain in effect any license, permit, approval, franchise or other governmental approval required by law, or (c) the activities during the term hereof of Contractor or its affiliates or subsidiaries, or their respective employees, agents, representatives, contractors, Subcontractors, invitees or equipment, on or around the Maintained Facilities or elsewhere. Notwithstanding anything in this Agreement (any such litigation or claim collectively a "Claim")to the contrary, Contractor shall have no obligation to which Purchaser or its respective partners, officers defend and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in indemnify the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company Indemnified Entities for their sole negligence. The indemnification provided under this Section 16.1 shall not be required to indemnify the Purchaser for any Claim for any violation limited by the Purchaser waiver of Consequential Damages set forth in Section 5 15.2.2. Nothing in this Article 16 shall relieve ACTA or Contractor of the Securities Act arising out of the sales of Common Stock by Purchaser after the date any liability for breach of this Agreement. Further, including nothing in this Article 16 shall be construed to relieve any violations arising out insurer of its obligation to pay claims consistent with the failure provisions of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionvalid insurance policy.

General Indemnity. The Company 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 indemnify defend, indemnify, pay and hold harmless the PurchaserAgent and each Lender and any holder(s) of the Notes, and its respective partnersthe officers, officers directors, employees, agents and agents affiliates of the Agent and each Lender and such holder(s) (collectively, the “Indemnitees”) harmless from and against any and all claimsother liabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including but not limited to including, without limitation, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees in connection with any out of pocket expenses reasonably incurredinvestigative, as incurred, in defending against any litigation, administrative or judicial proceeding commenced or threatened, and any amounts paid in settlement of any claim whether or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any not such Indemnitees shall be designated a party to this Agreement (any such litigation or claim collectively a "Claim"thereto), to which Purchaser that may be imposed on, incurred by or its respective partnersasserted against the Indemnitees, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto manner relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure other Transaction Documents, any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith or any commitment letter delivered by the Agent or any Lender to Borrower, the agreement of a registration statement ( other than the Registration Statement Lenders to make the Loans under this Agreement, the agreement of U.S. Bank 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 “indemnified liabilities”); provided that (a) Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the sale gross negligence or willful misconduct of that 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 Lender with respect to disputes between the Agent and any one or more of the Lenders or with respect to disputes among one or more of the Lenders or of any Lender in connection with a Lender Default by such Lender. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Purchaser) for such sales to be effective, unless there payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 8.05 shall be a final judicial determination that (x) survive satisfaction and payment of the Registration Statement or Prospectus contained an untrue statement Borrower’s Obligations and the termination of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The (1) Subject to Section 1.01(2), the 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 agrees 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 such Company, indemnify and hold save harmless the PurchaserIndemnitee from and against all losses, and its respective partnerscosts, officers and agents against any and all claimscharges, damages, liabilities expenses, awards, settlements, liabilities, fines, penalties, demands and expenses (causes of action of whatever kind including but not limited to reasonable attorneys' all legal fees and costs on a solicitor and client basis and other reasonable professional fees (collectively, the “Claims”) to the full extent permitted by law regardless of when they arose and howsoever arising, that the 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. In the event that, for any out of pocket expenses reasonably incurredreason whatsoever, as incurred, in defending against any litigation, commenced or threatened, the Companies do not fully and any amounts paid in settlement of any claim or litigation completely indemnify the Indemnitee in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out without limitation the provisions of this Section 1.01, 1.05 or 1.06, within 120 days of demand by the Indemnitee on the Companies, the Indemnitor shall itself indemnify the Indemnitee to the extent the Indemnitee has not been fully indemnified by the Companies. In such event, the Indemnitor shall become subrogated to the rights of the failure of a registration statement ( other than the Registration Statement Indemnitee with respect to the sale right to be compensated with respect to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) obligations of the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related Companies pursuant to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnity.

General Indemnity. The Company Each party (an "Indemnitor") agrees to indemnify indemnify, pay, and hold harmless the Purchaserother parties hereto, and its respective partnersthe officers, officers directors, employees, agents, and agents affiliates of such other parties (collectively, the "Indemnities"), harmless from and against any and all claimsLosses (including, damageswithout limitation, liabilities the reasonable fees and expenses disbursements of counsel for any of such Indemnitees) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to or arising or resulting, directly or indirectly, out of the services provided by the Indemnitee to the Indemnitor pursuant to this Agreement; provided that the Indemnitor shall have no obligation to an Indemnitee hereunder with respect to Losses arising from the willful misconduct of such Indemnitee. In addition, the Consultant agrees to indemnify, pay and hold Newco, and its officers, directors, employees, agents and affiliates, harmless from and against any and all Losses (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees) in any manner relative to or arising or resulting, directly or indirectly out of Newco Activities connected with the business of the Consultant (including but not limited to reasonable attorneys' fees and the use or operation of the Facilities by the Consultant or Newco pursuant hereto, any out modification, closing, retrofitting or use of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results Facilities resulting from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereofNewco Activities, or any omissionchange in the Consultant's business resulting from Newco Activities hereunder), provided that the Consultant shall have no obligation to Newco hereunder with respect to Losses arising from the willful misconduct of Newco. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in this section may be unenforceable because it violates any law or alleged omissionpublic policy, Indemnitor shall contribute the maximum portion that it is permitted to state therein a material fact required pay under applicable law to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation payment and satisfaction of all indemnified liabilities incurred by the Purchaser Indemnitees or any of them. The provisions of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date 9 and 10 and this Section 11 shall survive termination of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company agrees In addition to any liability of the Borrower to the Lenders under any other provision hereof, the Borrower will and does hereby indemnify the Agent, the Lenders and each director, officer, shareholder or agent thereof (collectively, the “Indemnified Party”) and hold the Indemnified Party harmless the Purchaser, and its respective partners, officers and agents against any Claims incurred by the same as a result of or in connection with: (a) any cost or expense reasonably incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Advance as a result of the Borrower's failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and all claimsConversions, damagesthe Borrower's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers' Acceptance on its Maturity Date; (c) the Borrower's failure to pay any other amount, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurredinterest or fees, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement due hereunder on its due date after the expiration of any claim applicable grace or litigation in accordance with notice periods; (d) the terms hereof) asserted by persons other than parties to this Agreement or any affiliate prepayment of any party to this Agreement outstanding Bankers' Acceptance before the Maturity Date of such Bankers' Acceptance; (any such litigation e) the Borrower's repayment or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, prepayment of a material fact contained in LIBOR Based Loan otherwise than on the Registration Statement or last day of its LIBOR Period; (f) the Borrower's failure to give any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact notice required to be stated given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower or any other Harvest Party to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for other payment due hereunder or under any violation by the Purchaser of Section 5 of the Securities Act arising out other Documents; (h) any inaccuracy of any Borrower's or any other Harvest Party's representations and warranties contained in any Document; (i) any failure of any Borrower or any other Harvest Party to observe or fulfil its covenants under any Document; or (j) the occurrence of any Default or Event of Default; provided that this Section 22.5 will not apply to any Claims that arise by reason of the sales gross negligence or wilful misconduct of Common Stock by Purchaser after the date Indemnified Party as determined in the final non-appealable judgment of a court of competent jurisdiction. The provisions of this Section 22.5 shall survive repayment of the Obligations and termination of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless the Purchaser, from and its respective partners, officers and agents against any and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and third party Claim ever suffered or incurred by any of the Indemnitees arising out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties related to this Agreement or any affiliate of the other Loan Documents or the issuance of any party Letter of Credit, the performance by Agent or Lenders or Letter of Credit Issuer of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents or in connection with the issuance of any Letter of Credit, or as a result of any Borrower’s failure to observe, perform or discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to or with respect to any transactions entered into pursuant to this Agreement (or Agent’s Lien upon the Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any such litigation Claims asserted against or claim collectively a "Claim"), to which Purchaser incurred by any of the Indemnitees by any Person under any Environmental Laws or its respective partners, officers and agents shall become subject insofar as such Claim results from similar laws by reason of any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement Borrower’s or any amendment thereofother Person’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, or the prospectus contained therein if any Taxes (the "Prospectus"), or in excluding any supplement thereto or amendment thereof, Excluded Tax) shall be payable by Agent or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 Obligor on account of the Securities Act arising out of the sales of Common Stock by Purchaser after the date execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or the issuance of any Letter of Credit, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent, Letter of Credit Issuer and Lenders for the payment of) all such Taxes, including any violations interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Claims incurred by any of the Indemnitees as a direct and proximate result of their own gross negligence or willful misconduct or that arise out of any disputes arising solely out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading relationship between Agent and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionLender.

General Indemnity. The Company (a) Sublessee hereby agrees to indemnify assume liability for and hold to indemnify, protect, save and keep harmless the PurchaserSublessor and each Head Lessor, Owner and its Lender (if any) and their respective partnerssuccessors, officers permitted assigns, affiliates, directors, officers, employees, agents and agents servants (in this Section 9.2 and in Section 9.3 hereof, collectively, the "Indemnitees") from and against any and all claimsliabilities (including liability in tort, absolute or otherwise), obligations, losses, damages, liabilities penalties, claims, actions, suits, costs, expenses and expenses disbursements of whatsoever kind and nature (including but not limited to reasonable attorneys' legal fees and expenses) (any and all "Claims"), imposed on, incurred by or asserted against any Indemnitee (whether or not also indemnified against by any other Person under any other document) in any way relating to or arising out of pocket expenses reasonably incurred(i) this Lease or (ii) the delivery, as incurredsublease, possession, use, operation, condition, return or other disposition of any item of Equipment, to the extent incurred or arising out of events occurring at any time after delivery of the Aircraft to Sublessor hereunder and prior to return of the Aircraft to Sublessor hereunder in defending against full compliance by the Sublessee with all of the terms of this Sublease with respect thereto (including latent and other defects, whether or not discoverable by any litigation, commenced Indemnitee or threatenedthe Sublessee, and any claim for patent, trademark or copyright infringement); provided, however, that the Sublessee shall not be required (A) to indemnify Sublessor in respect of any amounts which Sublessor has specifically agreed to pay hereunder, (B) to indemnify any Owner or any of its Affiliates against loss, liability or expense incurred by any such Affiliate as a result of any claim against any such Affiliate in its capacity as manufacturer of the Engines and components thereof including claims for patent, trademark or copyright infringement, (C) to pay any cost, expense or disbursement (including legal fees and expenses) in connection with the entering into or withholding any future amendments, supplements, waivers or consents with respect to this Sublease or under any Head Lease other than such as have been requested by Sublessee, (D) to indemnify any Indemnitee for loss, liability or expense resulting from the willful misconduct or gross negligence of such Indemnitee or its successors, assigns, affiliates, agents or servants or, in the case of any Owner, any owner trustee acting for such Owner or, in the case of any such owner trustee, the relevant Owner, (E) to indemnify any Indemnitee for any loss, liability or expense which any of them may incur as the result of any failure or refusal of any of them to perform or observe any agreement, covenant or condition contained in any Operative Document, or (G) to indemnify any Indemnitee for any loss, liability or expense which any of them may incur as the result of any Head Lessor Lien or Sublessor Lien; provided further that Sublessee does not under this Section 9.2 assume liability for, or indemnify, protect, save and keep harmless, any Indemnitee from or against or in respect of any liabilities, obligations, losses, damages, penalties, claims, actions or suits in any way relating to or arising out of any Taxes, as defined in Section 9.3. Upon payment in full of any indemnities contained in this Section 9.2 by the Sublessee, it shall be subrogated to any rights of the Indemnitee in respect of the matter against which indemnity has been given, but any amount recovered by the Sublessee as a result of such subrogation shall, unless all amounts then due to such Indemnitee from the Sublessee have been paid, be held in trust by the Sublessee for and shall, to the extent of any such amount then due, be paid in settlement promptly after demand to, such Indemnitee. If any Indemnitee shall have knowledge of any claim or litigation in accordance with liability hereby indemnified against, it shall give prompt written notice hereof to the terms hereof) asserted by persons Sublessee and each other than parties interested party, but the failure to this Agreement do so shall not relieve Sublessee from any liability which it may have to such Indemnitee or any affiliate other Indemnitee except to the extent that the Sublessee shall demonstrate that such liability was materially increased as a result of such failure. If the Sublessee is required to make payment under this Section 9.2, the Sublessee shall pay the Indemnitee any party to this Agreement (any such litigation or claim collectively a "Claim")amount which, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, after deduction of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact all taxes required to be stated to make paid by such Indemnitee in respect of the statements therein not misleading, PROVIDED, HOWEVER, receipt thereof under the Company shall not be required to indemnify laws of the Purchaser United States or of any foreign country or any political subdivision of either (after giving credit for any Claim for savings in respect of any violation taxes by the Purchaser reason of Section 5 deductions, credits or allowances in respect of the Securities Act arising out payment of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect expense indemnified against) shall be equal to the sale to the Purchaser) for amount of such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionpayment.

General Indemnity. The Company agrees to indemnify Genuity and Xxxx Atlantic shall each indemnify, defend ----------------- and hold harmless the Purchaserother party and its affiliates, and its their respective partnersagents, representatives, employees, directors, officers and agents assigns harmless against any and all claimslosses, damages, liabilities and expenses liabilities, claims or demands (including but not limited to reasonable all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of the indemnification provisions of this Agreement) that may be made as a result of claims made: (i) by anyone for bodily injuries (including death) to persons or damage to or theft of tangible or intangible property resulting from the indemnifying party's or its agents' intentional and any out willful misconduct or negligent acts or omissions or those of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted persons furnished by persons other than parties such party while performing work hereunder pursuant to this Agreement or any affiliate of any in connection with materials furnished by such party pursuant to this Agreement excluding any claims based on lost data or information unless such claims are based on intentional and willful misconduct; (ii) by persons furnished by the indemnifying party or any such litigation contractors based on employment contract, or claim collectively a "Claim")federal, to which Purchaser state or local laws prohibiting discrimination in employment; (iii) by persons furnished by the indemnifying party or any contractors under worker's compensation or similar acts; or (iv) resulting from or in connection with the indemnifying party's or its agents' breach of any applicable law, statute, order, decree, or regulation in performance of its obligations hereunder. In addition, Xxxx Atlantic shall indemnify, defend and hold harmless Genuity and its affiliates, and their respective partnersagents, representatives, employees, directors officers and agents shall become subject insofar as such Claim results from assigns harmless against any untrue statementlosses, damages, liabilities, claims or alleged untrue statementdemands (including all costs, of a material fact contained expenses and attorneys' fees on account thereof or in the Registration Statement connection with any investigation or any amendment thereof, preparation related thereto or the prospectus contained therein (the "Prospectus"), enforcement of this indemnification provision) that may be made by any third party for claims arising from Xxxx Atlantic or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 Xxxx Atlantic's End Users' use of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination Genuity Services and that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus are not misleading and (y) which fact or omission (i) does not relate otherwise subject to Purchaser's statusindemnification under this Agreement or a Service Schedule, conduct or performance under or related to this Agreement, and (ii) does not result from proximately caused by the description negligent acts or omissions or other willful misconduct of the transaction contemplated by this AgreementGenuity or its affiliates, or their respective agents, representatives, employees, directors officers or assigns. The foregoing indemnification pertains to such untrue statements or omissions relating indemnified party shall provide written notice to the Registration Statement other party of any written claims or demands against it for which the other party is responsible hereunder and shall be entitled, at its option, to assume the defense or settlement of any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionsuch claim.

General Indemnity. The Company Bxxxxxxx agrees upon demand to indemnify pay or reimburse Collateral Agent and Lenders for all liabilities, obligations and out-of-pocket expenses, including Lxxxxx’s Expenses and reasonable fees and expenses of counsel for Collateral Agent and each Lender from time to time arising in connection with the enforcement or collection of sums due under the Loan Documents, and in connection with any amendment or modification of the Loan Documents or any “work-out” in connection with the Loan Documents. Borrower shall indemnify, reimburse and hold harmless the PurchaserCollateral Agent, each Lender, and each of their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), or bodily injury to or death of any person (including any agent or employee of Borrower) (each, a “Claim”), directly or indirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, the falsity of any representation or warranty of Borrower or Borrower’s failure to comply with the terms of this Agreement or any other Loan Document; provided, however, that Borrower shall not indemnify an Indemnified Person for any Claim arising as a result of such Indemnified Person’s gross negligence or willful misconduct. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify any Indemnified Person for any liability incurred by such Indemnified Person as a result of such Indemnified Person’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon Collateral Agent’s or any Lxxxxx’s written demand, Borrower shall assume and diligently conduct, at its respective sole cost and expense, the entire defense of Collateral Agent and each Lender, each of their members, partners, officers and agents each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any and all indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Collateral Agent or any Lender without first obtaining Collateral Agent’s or such Lxxxxx’s written consent thereto, which consent shall not be unreasonably withheld. Without limiting the generality of Section 2.4(c)(ii), this Section 10.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results etc. arising from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionnon-Tax claim.

General Indemnity. The Company Subject to the limitations set forth in Section 11.7 hereof, whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any Claims which may be imposed on, incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person from and all claims, damages, liabilities and expenses after the Commencement Date (including but not limited to reasonable attorneys' fees the extent such Claims arise from (x) the gross negligence or willful misconduct of such Indemnified Person, as determined by a court of competent jurisdiction or (y) a diminution in the Fair Market Sales Value of the Property unless such diminution is caused by or related to (i) any act or omission of the Indemnity Provider, any Person engaged by the Indemnity Provider, any Construction Agency Person or any Affiliate of any of the foregoing or (ii) any Default or Event of Default of the Lessee and/or the Construction Agent) and any Claims for loss or damage, arising out of pocket expenses reasonably incurredor as a result of the grant or denial of equitable relief in any way relating to or arising or alleged to arise out of the negotiation, as incurredexecution, delivery, performance or enforcement of or compliance with this Agreement, the Lease or any other Operative Agreement or on or with respect to the Property or any component thereof, the Collateral or any component thereof, or the ownership of any Loan or Note or the making of any Lessor Advance, including without limitation Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, transfer of ownership, design, construction, refurbishment, development, delivery, non-delivery, redelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance, repair, modification, transportation, condition, sale, return, manufacture, ordering, transfer, titling or re-titling, registration or re-registration, storage, removal, mortgaging, granting any interest in, acquisition, repossession (whether by summary proceedings or otherwise), transfer of title to or other application or disposition of the Property or any part thereof or in the Collateral or any portion thereof, including without limitation the acquisition, holding or disposition of any interest in the Property, the Collateral, lease or agreement comprising a portion of any thereof; (b) any patent or latent or other defects in the Property or any portion thereof or in the Collateral or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider or any other Person; (c) a violation of, or penalties arising from any violation of, Environmental Laws, Environmental Claims or the release of any substance into the environment or other loss of or damage to any property or the environment, relating to the Property, the Collateral, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements or the failure of the Indemnity Provider, the Lease, the Property or the Collateral to comply with applicable Law; (f) the transactions contemplated hereby or by any other Operative Agreement, in defending against respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) personal injury, death, property damage or loss, including without limitation Claims based on strict or absolute liability in tort or negligence; (h) any litigationClaim not referenced in subsection (g) based on strict liability in tort or negligence; (i) any claim for patent, commenced trademark, trade name or threatenedcopyright infringement; (j) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the Property; (k) the failure of the Indemnity Provider to vest and any amounts paid maintain vested in settlement the Agent (on behalf of the Secured Parties) or to transfer to the Agent (on behalf of the Secured Parties), a security interest in the Collateral, free and clear of any claim Lien whether existing at the time of any borrowing or litigation at any time thereafter other than Permitted Liens and Lessor Liens; (l) any failure of the Indemnity Provider to perform its duties or obligations in accordance with the terms hereofprovisions of the Operative Agreements; (m) asserted the failure by persons other than parties the Indemnity Provider to this Agreement pay when due any Taxes for which the Indemnity Provider is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Lease; (n) any disgorgement or return of payment by the Agent, a Lender, the Lessor, an Affected Party or a Secured Party of any amount previously distributed hereunder in accordance with the Operative Agreements to such party; (o) any investigation, litigation or proceeding related to the Operative Agreements or the use of proceeds of Loans or Lessor Advances or the ownership of the Notes or the making of an Lessor Advance or in respect to the Lease; (p) the failure to file, or any affiliate delay in filing, financing statements or other similar instruments or documents under the UCC of any party applicable jurisdiction or other applicable Laws with respect to this Agreement any Collateral, whether at the time of any Loan or Lessor Advance or at any subsequent time; (q) any dispute, claim, offset or defense of the Indemnity Provider to the payment with respect to any payment obligation of UTHR, in any of its capacities, pursuant to the Operative Agreements (including without limitation a defense based on any such litigation or claim collectively payment obligation not being a "Claim")legal, to which Purchaser or valid and binding obligation of UTHR enforceable against it in accordance with its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"terms), or any other claim resulting from the sale of the merchandise or services related to such Loans, Lessor Advances, Notes or the Operative Agreements or the furnishing or failure to furnish such merchandise or services; (r) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which the Indemnity Provider may be located as a result of the Indemnity Provider’s failure to qualify to do business or file any supplement thereto notice or amendment business activity or similar report; (s) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Collateral or services that are the subject of any Collateral; (t) the use of the proceeds of any Loan or Lessor Advance in a manner other than as provided in the Operative Agreements; or (u) the failure of the Indemnity Provider or any of its respective agents or representatives to remit to the Lenders, the Lessor or the Agent, collections, rents or payments remitted to the Indemnity Provider or any agent or representative. If a written demand is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 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 unless the Indemnified Person shall be required by such law or regulation to take action prior to the end of such seven (7) day period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting all or any part of such Claim, but only for the portion of the Claim that the Indemnity Provider is precluded from contesting. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the reasonable expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider’s reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request in writing that the Indemnity Provider conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a potential conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, or any omission(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 alleged omission(4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to state therein a material fact required take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be stated to make the statements therein not misleading, PROVIDED, HOWEVERpayable in respect of such Claim (and any future Claim, the Company pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim, except reasonable expenses therefrom incurred by such Indemnified Person in connection with the response to such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any violation material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (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 of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person written advice, but not an opinion, of independent counsel selected by the Purchaser Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that the position asserted in such appeal will more likely than not prevail) and (E) no Event of Default by the Indemnity Provider 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 to the position taken by the Indemnity Provider by a court of competent jurisdiction pursuant to the contest provisions of this Section 5 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the 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 Securities Act arising out of Indemnified Person to the sales of Common Stock extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement or adverse admission by or with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnified Person.

General Indemnity. (a) The Company agrees to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities Act ("Distributing Purchaser, and its respective partners, officers and agents ") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"fees), to which the Distributing Purchaser may become subject, under the Securities Act or its respective partnersotherwise, officers and agents shall become subject insofar as such Claim results from losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement, statement or alleged untrue statement, statement of a any material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereofStatement, or any omissionrelated preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission, omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances when made not misleading; provided, PROVIDEDhowever, HOWEVERthat the company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Purchaser specifically for use in the preparation thereof. This Section 5(a) shall not be required inure to indemnify the benefit of any Distributing Purchaser for with respect to any Claim for any violation by person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser failed to send or give a copy of Section 5 the Prospectus to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any supplement thereto or amendment thereof at liability the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionCompany may otherwise have.

General Indemnity. The Company agrees Principal Shareholders, jointly and severally, agree to indemnify and hold harmless the Purchaser, Buyer from and its respective partners, officers and agents against any and all claimsliabilities, damages, liabilities claims, deficiencies, assessments, losses, suits, proceedings, actions, investigations, penalties, interest, costs and expenses (including but not limited to including, without limitation, reasonable attorneys' fees and any out expenses of pocket expenses reasonably incurredcounsel, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement and reasonable costs of investigation (whether suit is instituted or not and, if instituted, whether at the trial or appellate level) (collectively, the "Liabilities"), whether in law or equity, arising from or in connection with (A) the failure of any claim or litigation representation of the Principal Shareholders contained in accordance with the terms hereof) asserted by persons other than parties to this Agreement or in any affiliate document delivered in connection herewith to be true and correct, (B) any breach or violation of any party to of the warranties, covenants or agreements of the Principal Shareholders contained in this Agreement or in any document delivered in connection herewith or (C) any such litigation acts of the Company or claim collectively a "Claim")the Principal Shareholders taken or omitted prior to Closing. The Principal Shareholders shall indemnify the Buyer up to $7 million for Liabilities for which Buyer is entitled to indemnification from the Principal Shareholders under this Section. The Sellers, jointly and severally, agree to which Purchaser indemnify and hold harmless the Buyer from and against any and all Liabilities, whether in law or its respective partnersequity, officers and agents shall become subject insofar arising from or in connection with (A) the failure of any representation of the Sellers (as such Claim results from any untrue statement, or alleged untrue statement, of a material fact opposed to the Principal Shareholders) contained in this Agreement or in any document delivered in connection herewith to be true and correct, (B) any breach or violation of any of the Registration Statement warranties, covenants or agreements of the Sellers (as opposed to the Principal Shareholders) contained in this Agreement or in any amendment thereofdocument delivered in connection herewith or (C) any acts of the Sellers (as opposed to the Principal Shareholders) taken or omitted prior to Closing. The Sellers shall indemnify the Buyer up to $7 million for Liabilities for which Buyer is entitled to indemnification from Sellers under this Section. Notwithstanding anything to the contrary contained herein, or the prospectus contained therein first $25,000 (the "ProspectusBasket")) in aggregate amount for all Liabilities under this Section 4.1 for which the Principal Shareholders or the Sellers, or in any supplement thereto or amendment thereofas the case may be, or any omission, or alleged omission, to state therein a material fact required to would be stated to make the statements therein not misleading, liable will be borne by Buyer; PROVIDED, HOWEVER, that the Company Basket shall not be required apply to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate any Liabilities arising from or relating to Purchaser's status, conduct or performance under or related to this AgreementTaxes (as such term is defined in Section 2.13 hereof), and (ii) does not result the extent that any such Liability is found, in a final unappealable judgment by a court of competent jurisdiction, to have arisen from the description or related to one or more of the transaction contemplated by this AgreementPrincipal Shareholders' or Sellers', as the case may be, willful bad faith, willful misconduct or gross negligence with an intent to defraud. The foregoing indemnification pertains to such untrue statements A materiality qualification in any representation or omissions relating to warranty will not be taken into account in determining whether the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionBasket has been met.

General Indemnity. The Company agrees to indemnify and hold harmless -84- 86 Aircraft, the PurchaserAirframe, and its respective partnersany Engine, officers and agents against any and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus")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 or thereunder and except any supplement thereto Claim which is alleged or amendment thereofdoes 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 or in relation to the importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as to Owner Participant or Lessor as 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 Aircraft, the Airframe, any Engine or any engine used in connection with the Airframe or any Part 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 Indemnitee 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. 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 omissionClaim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company which consent shall not be required unreasonably withheld. Each Indemnitee agrees to indemnify the Purchaser for give Lessee prompt notice of any Claim for any violation Claims by the Purchaser a third party hereunder following such Indemnitee's actual knowledge of Section 5 of the Securities Act arising out of the sales of Common Stock such Claims by Purchaser after the date of this Agreementthird parties, including any violations arising out of but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a registration statement ( 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 defense thereof where Lessee has the right to control the defense thereof is materially An Indemnitee or Lessee shall supply the other than with such information requested by the Registration Statement other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section. Nothing in this Section shall be construed as a guaranty by Lessee of payments due pursuant to any indebtedness incurred with respect to the sale purchase of the Aircraft or of the residual value of the Aircraft. Notwithstanding anything herein or in any other Operative Document to the Purchaser) 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 sales Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be effective, unless there entitled to any double recovery for the same Claim). The indemnities contained in this Section 13 shall continue in full force and effect notwithstanding the expiration or other termination of this Lease or any of the other Operative Documents and are expressly made for the benefit of and shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated enforceable by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optioneach Indemnitee.

General Indemnity. The Company Subject to and limited by in all respects the provisions of Sections 11.6 through 11.8 and whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees and any out the extent such Claims arise from the gross negligence or willful misconduct of pocket expenses reasonably incurredsuch Indemnified Person itself, as incurreddetermined by a court of competent jurisdiction, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) in defending against any litigation, commenced way relating to or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, arising or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising arise out of the sales of Common Stock by Purchaser after the date execution, delivery, performance or enforcement of this Agreement, including the Lease or any violations arising out of the failure of a registration statement ( other than the Registration Statement Operative Agreement or on or with respect to the sale any Property or any component thereof, including without limitation Claims in any way relating to the Purchaser) for such sales or arising or alleged to be effective, unless there shall be a final judicial determination that arise out of (xa) the Registration Statement financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or Prospectus contained otherwise), or any other disposition of any Property or any part thereof, including without limitation 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 any Property or any portion thereof whether or not discoverable by an untrue statement Indemnified Person or the Indemnity Provider; (c) a violation of material fact Environmental Laws, Environmental Claims or an omission other loss of a material face necessary or damage to make any property or the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions environment relating to the Registration Statement Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any amendment thereof transaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Prospectus Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any supplement thereto covenant or amendment thereof at the time the Registration Statement was declared effective or on agreement to be performed by it under any subsequent date until the expiration of the Option.Operative Agreements; (f) 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; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute

General Indemnity. (a) Indemnification by the Company. The Company agrees to will indemnify and hold ------------------------------ harmless the Purchaser, any broker-dealer named in the Registration Statement, as amended, (the "Broker-Dealer") and its respective partnerseach person, officers if any, who controls the ------------- Purchaser or the Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and agents against any and all losses, claims, damages, liabilities and expenses (including but not limited to reasonable costs of defense and investigation and all attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereoffees) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser the Purchaser, the Broker- Dealer and each such controlling person may become subject, under the Securities Act or its respective partnersotherwise, officers and agents shall become subject insofar as such Claim results from losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement, statement or alleged untrue statement, statement of a material fact contained contained, or incorporated by reference, in the Registration Statement (including any Prospectus or Prospectus supplement which are a part of it), or any amendment thereofor supplement to it, or (ii) the prospectus contained therein omission or alleged omission to state in the Registration Statement (the "Prospectus"including any Prospectus or Prospectus supplement which are a part of it), or in any amendment or supplement thereto or amendment thereofto it, or any omissiondocument incorporated by reference in the Registration Statement, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER. The Company will reimburse the Purchaser, the Broker-Dealer and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser, the Broker-Dealer or such controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company shall will not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect liable to the sale to the Purchaser) for such sales to be effectiveextent any loss, unless there shall be a final judicial determination that (x) the Registration Statement claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Prospectus or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement supplement or any amendment thereof 0amendment or supplement to the Prospectus or any Prospectus supplement thereto in reliance upon, and in conformity with, written information furnished by either the Purchaser or amendment thereof at the time Broker-Dealer to the Registration Statement was declared effective Company for inclusion in the Prospectus or on any subsequent date until the expiration of the OptionProspectus supplement.

General Indemnity. The Company 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 defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by 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 limited to reasonable attorneys' fees 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 (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 such Claim by any other Person and any whether or not such Claim is initiated after the Termination Date, so long as such Claim arises out of pocket expenses reasonably incurred, as incurredan act or omission (or other circumstance or condition of any kind or description) which arose or occurred prior to the Termination Date, in defending against any litigationway relating to or arising or alleged to relate to, commenced or threatenedarise out of the execution, and delivery, performance or enforcement of this Agreement, the Lease, the Agency Agreement or any amounts paid other Operative Agreement or on or with respect to the Property or any component thereof, including Claims in settlement 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 other disposition of the Property or any part thereof, including the acquisition, holding or disposition of any claim interest in the Property, lease or litigation agreement comprising a portion of any thereof; (b) any latent or other defects in accordance with 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 hereofof any restriction, easement, condition or covenant or other matter affecting title to the Property; (e) asserted 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 contemplated thereby (including the formation, continuance, operation and ultimate dissolution and liquidation of the Lessor) or 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 persons 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 than parties 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 any affiliate of any party to this Agreement the other Operative Agreements; (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results n) Claims arising from any untrue statement, public improvements with respect to the Property resulting in any change or alleged untrue statement, of a material fact special assessments being levied against the Property [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Registration Statement Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or any amendment thereofplans to widen, modify or realign any street or highway adjacent to the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereofProperty, or any omissionClaim 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, title thereto, any interest therein or on any Basic Rent or Supplemental Rent, including any Liens which arise out of the 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 Lessor or any predecessor in title, or alleged omissionany of its contractors or agents or by reason of the 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 state therein a material fact such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be stated taken prior to make the statements therein 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 failure of such Indemnified Person to give the notices referred to in this sentence shall not misleadingdiminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes in any material respect the Indemnity Provider from contesting such Claim. If, PROVIDED, HOWEVERwithin 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 Company Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including 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 (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 Indemnity Provider’s reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control the response to such Claim 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 case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may require the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld); 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 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 give rise to a conflict of interest between such Indemnified Person and the Indemnity Provider). [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The party controlling the response to any Claim shall consult in good faith with the non‑controlling party and shall keep the non‑controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity 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). Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for 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 violation material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability 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 Purchaser 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 5 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the 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 Securities Act arising out of Indemnified Person to the sales of Common Stock extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement or adverse admission by or with respect to the sale Indemnified Person. Notwithstanding anything to the Purchaser) for such sales to be effectivecontrary, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related indemnities provided pursuant to this Agreement, and (ii) does Section 11.1 shall not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains include indemnities provided pursuant to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionSection 11.2.

General Indemnity. (a) Indemnification by the Company. The Company agrees to will indemnify and hold harmless the PurchaserPurchaser and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and its respective partners, officers and agents against any and all losses, claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees costs of defense and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, investigation and any amounts paid in settlement of any claim or litigation in accordance with the terms hereofall attorney’s fees) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which the Purchaser and each person, if any, who controls the Purchaser may become subject, under the Securities Act or its respective partnersotherwise, officers and agents shall become subject insofar as such Claim results from losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement, statement or alleged untrue statement, statement of a material fact contained contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (including the any prospectus supplement filed in connection with the transactions contemplated hereunder (the “Prospectus Supplement”) which are a part of it), or any amendment thereofor supplement to it, or (ii) the prospectus contained therein (the "Prospectus"), omission or alleged omission to state in any supplement thereto or amendment thereof, that Registration Statement or any omissiondocument incorporated by reference in the Registration Statement, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by or the controlling person in investigating, PROVIDEDdefending against, HOWEVERor preparing to defend against any such claim, action, suit or proceeding, except that the Company shall will not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect liable to the sale to the Purchaser) for such sales to be effectiveextent a claim or action which results in a loss, unless there shall be a final judicial determination that (x) the Registration Statement claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Prospectus or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement Supplement or any amendment thereof or supplement to the Prospectus or any supplement thereto Prospectus Supplement in reliance upon, and in conformity with, written information furnished by the Purchase to the Company for inclusion in the Prospectus or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionProspectus Supplement.

General Indemnity. The Company In addition to the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify indemnify, pay and hold harmless the PurchaserLender and any holder of any Note, and its respective partnersthe officers, officers directors, employees, agents, and agents affiliates of Lender and such holders (collectively, the "Indemnitees"), harmless from and against any and all claimsliabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including but not limited to including, without limitation, the reasonable attorneys' fees and disbursements of counsel for any out of pocket expenses reasonably incurredsuch Indemnitees in connection with any investigative, as incurred, in defending against any litigation, administrative or judicial proceeding commenced or threatened, and whether or not any amounts paid in settlement of any claim or litigation in accordance with the terms hereofsuch Indemnitees shall be designated a party thereto) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")that may be imposed on, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statementincurred by, or alleged untrue statementasserted against any Indemnitee, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto manner relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out Related Agreement or any other agreements executed and delivered by Borrower or any other Obligor in connection herewith, the statements contained in any commitment letter delivered by Lender, Lender's agreement to make the Loans or to issue Letters of Credit hereunder, or the use or intended use of the failure proceeds of a registration statement ( other than any of the Registration Statement Loans or any proceeds of Letters of Credit hereunder (the "indemnified liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the sale gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the Purchaser) for such sales to be effective, unless there payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9.2 shall be a final judicial determination that (x) survive satisfaction and payment of the Registration Statement or Prospectus contained an untrue statement Liabilities and termination of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company Subject to the limitations set forth in Section 11.7 hereof, whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims which may be imposed on, damagesincurred by or asserted against an Indemnified Person by any third party, liabilities and expenses or otherwise incurred by any Indemnified Person in connection with one or more Hedging Agreements including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person, as determined by a court of competent jurisdiction) and any Claims for loss or damage arising out of pocket expenses reasonably incurredor as a result of the grant or denial of equitable relief in any way relating to or arising or alleged to arise out of the negotiation, as incurredexecution, delivery, performance or enforcement of or compliance with this Agreement, the Lease or any other Operative Agreement or on or with respect to the Property or any component thereof, the Collateral or any component thereof, or the ownership of any Loan or Note or the making of any Lessor Advance, including without limitation Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, transfer of ownership, design, construction, refurbishment, development, delivery, non-delivery, redelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance, repair, modification, transportation, condition, sale, return, manufacture, ordering, transfer, titling or re-titling, registration or re-registration, storage, removal, mortgaging, granting any interest in, acquisition, repossession (whether by summary proceedings or otherwise), transfer of title to or other application or disposition of the Property or any part thereof or in the Collateral or any portion thereof, including without limitation the acquisition, holding or disposition of any interest in the Property, the Collateral, lease or agreement comprising a portion of any thereof; (b) any patent or latent or other defects in the Property or any portion thereof or in the Collateral or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider or any other Person; (c) a violation of, or penalties arising from any violation of, Environmental Laws, Environmental Claims or the release of any substance into the environment or other loss of or damage to any property or the environment, relating to the Property, the Collateral, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements or the failure of the Indemnity Provider, the Lease, the Property or the Collateral to comply with applicable Law; (f) the transactions contemplated hereby or by 66 any other Operative Agreement, in defending against respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) personal injury, death, property damage or loss, including without limitation Claims based on strict or absolute liability in tort or negligence; (h) any litigationClaim not referenced in subsection (g) based on strict liability in tort or negligence; (i) any claim for patent, commenced trademark, trade name or threatenedcopyright infringement; (j) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the Property; (k) the failure of the Indemnity Provider to vest and any amounts paid maintain vested in settlement the Agent (on behalf of the Secured Parties) or to transfer to the Agent (on behalf of the Secured Parties), a security interest in the Collateral, free and clear of any claim Lien whether existing at the time of any borrowing or litigation at any time thereafter other than Permitted Liens and Lessor Liens; (l) any failure of the Indemnity Provider to perform its duties or obligations in accordance with the terms hereofprovisions of the Operative Agreements; (m) asserted the failure by persons other than parties the Indemnity Provider to this Agreement pay when due any Taxes for which the Indemnity Provider is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Lease; (n) any repayment by the Agent, the Deal Agent, a Lender, the Lessor, an Affected Party or a Secured Party of any amount previously distributed hereunder which amount the Agent, the Deal Agent, a Lender, the Lessor, an Affected Party or a Secured Party believes in good faith is required to be repaid; (o) any investigation, litigation or proceeding related to the Operative Agreements or the use of proceeds of Loans or Lessor Advances or the ownership of the Notes or the making of an Lessor Advance or in respect to the Lease; (p) the failure to file, or any affiliate delay in filing, financing statements or other similar instruments or documents under the UCC of any party applicable jurisdiction or other applicable Laws with respect to this Agreement any Collateral, whether at the time of any Loan or Lessor Advance or at any subsequent time; (q) any such litigation dispute, claim, offset or claim collectively defense of the Indemnity Provider to the payment with respect to any Loan, Lessor Advance or Note (including without limitation a "Claim")defense based on a Loan, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement Lessor Advance a Note or any amendment thereofOperative Agreement not being a legal, or valid and binding obligation of the prospectus contained therein (the "Prospectus"Indemnity Party enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Loans, Lessor Advances, Notes or the Operative Agreements or the furnishing or failure to furnish such merchandise or services; (r) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which the Indemnity Provider may be located as a result of the Indemnity Provider’s failure to qualify to do business or file any supplement thereto notice or amendment business activity or similar report; (s) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the Collateral or services that are the subject of any Collateral; (t) the use of the proceeds of any Loan or Lessor Advance in a manner other than as provided in the Operative Agreements; or (u) the failure of the Indemnity Provider or any of its respective agents or representatives to remit to the Lenders, the Lessor, the Agent or the Deal Agent, collections, rents or payments remitted to the Indemnity Provider or any agent or representative. If a written demand is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 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 unless the Indemnified Person shall be required by such law or regulation to take action prior to the end of such seven (7) day period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting all or any part of such Claim, but only for the portion of the Claim that the Indemnity Provider is precluded from contesting. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the reasonable expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider’s reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request in writing that the Indemnity Provider conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a potential conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, or any omission(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 alleged omission(4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to state therein a material fact required take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be stated to make the statements therein not misleading, PROVIDED, HOWEVERpayable in respect of such Claim (and any future Claim, the Company pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim, except reasonable expenses therefrom incurred by such Indemnified Person in connection with the response to such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any violation material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (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 of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Purchaser Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that the position asserted in such appeal will more likely than not prevail and (E) no Event of Default by the Indemnity Provider 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 to the position taken by the Indemnity Provider by a court of competent jurisdiction pursuant to the contest provisions of this Section 5 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the 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 Securities Act arising out of Indemnified Person to the sales of Common Stock extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement or adverse admission by or with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnified Person.

General Indemnity. (a) The Company agrees to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities Act (Distributing Purchaser, and its respective partners, officers and agents ) against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"fees), to which the Distributing Purchaser may become subject, under the Securities Act or its respective partnersotherwise, officers and agents shall become subject insofar as such Claim results from losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement, statement or alleged untrue statement, statement of a any material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereofStatement, or any omissionrelated preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission, omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances when made not misleading; provided, PROVIDEDhowever, HOWEVERthat the company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission.or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information fumished to the Company by the Distributing Purchaser specifically for use in the preparation thereof This Section 5(a) shall not be required inure to indemnify the benefit of any Distributing Purchaser for with respect to any Claim for any violation by person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser fitiled to send or give a copy ofthe Prospectus to such person at or prior to the written confirmation to such person of Section 5 the sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any supplement thereto or amendment thereof at liability the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionCompany may otherwise have.

General Indemnity. The Company In addition to the payment of expenses pursuant to SECTION 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify indemnify, pay and hold harmless the PurchaserLender and any holder of any Notes, and its respective partnersthe officers, officers directors, employees, agents, and agents affiliates of Lender and such holders (collectively, the "Indemnitees") harmless from and against any and all claimsother liabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including but not limited to without limitation the reasonable attorneys' fees and disbursements of counsel for any out of pocket expenses reasonably incurredsuch Indemnitees in connection with any investigative, as incurred, in defending against any litigation, administrative or judicial proceeding commenced or threatened, and whether or not any amounts paid in settlement of any claim or litigation in accordance with the terms hereofsuch Indemnitees shall be designated a party thereto) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")that may be imposed on, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statementincurred by, or alleged untrue statementasserted against any Indemnitee, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto manner relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out Related Agreement or any other agreements executed and delivered by Borrower or any other Obligor in connection herewith, the statements contained in any commitment letter delivered by Lender, Lender's agreement to make the Loans or to issue Letters of Credit hereunder, the use or intended use of any Letters of Credit, or the use or intended use of the failure proceeds of a registration statement ( other than any of the Registration Statement Loans hereunder (the "indemnified liabilities"); PROVIDED that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the sale gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay under applicable law to the Purchaser) for such sales to be effective, unless there payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this SECTION 9.2 shall be a final judicial determination that (x) survive satisfaction and payment of the Registration Statement or Prospectus contained an untrue statement Liabilities and termination of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company Subject to and limited by in all respects the provisions of Sections 11.6 through 11.8 and whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees and the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) in any way relating to or arising or alleged to arise out of pocket expenses reasonably incurredthe execution, as incurreddelivery, in defending against performance or enforcement of this Agreement, the Lease or any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Operative Agreement or on or with respect to any affiliate of Property or any party component thereof, including without limitation Claims in any way relating to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, arising or alleged untrue statementto arise out of (a) the financing, of a material fact contained in the Registration Statement refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or any amendment thereof, or the prospectus contained therein (the "Prospectus"otherwise), or any other disposition of any Property or any part thereof, including without limitation 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 any supplement thereto Property or amendment thereofany portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage to any property or the environment relating to the Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any omissiontransaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) 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; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; and (h) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the applicable Property. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding), for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall -------- ------- be required by law or regulation to be taken prior to the end of such 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 failure of such Indemnified Person to give -------- ------- the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes in all respects the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, -------- -------- that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or alleged omission(4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, -------- that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to state therein a material fact required take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be stated to make the statements therein not misleading, PROVIDED, HOWEVERpayable in respect of such Claim (and any future Claim, the Company pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for any violation in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and, if the Indemnified Person has informed the Indemnity Provider that it intends to contest such Claim (whether or not the control of the contest is then assumed by the Purchaser Indemnity Provider), the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder; (B) in the case of Section 5 a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the amount of the Securities Act arising out potential indemnity (taking into account all similar or logically related Claims that have been or could be raised for which the Indemnity Provider may be liable to pay an indemnity under this Section 11.1) exceeds $25,000 (or such lesser amount as may be subsequently agreed between the Indemnity Provider and the Indemnified Person); (C) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the sales Property, or any part thereof or interest therein, will not interfere with the payment of Common Stock by Purchaser after Rent, and will not result in risk of criminal liability; (D) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person) prior to the date such payment is due; (E) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that a reasonable basis exists to contest such Claim (or, in the case of an appeal of an adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail); and (F) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this AgreementSection 11.1, including unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the 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 violations arising out Claim without the consent of the failure of a registration statement ( other than Indemnified Person to the Registration Statement 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 sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnified Person.

General Indemnity. The Company 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 defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by 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 limited to reasonable attorneys' fees 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 (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 such Claim by any other Person and any whether or not such Claim is initiated after the Termination Date, so long as such Claim arises out of pocket expenses reasonably incurred, as incurredan act or omission (or other circumstance or condition of any kind or description) which arose or occurred prior to the Termination Date, in defending against any litigationway relating to or arising or alleged to relate to, commenced or threatenedarise out of the execution, and delivery, performance or enforcement of this Agreement, the Lease, the Agency Agreement or any amounts paid other Operative Agreement or on or with respect to the Property or any component thereof, including Claims in settlement any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, 67 delivery, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of the Property or any part thereof, including the acquisition, holding or disposition of any claim interest in the Property, lease or litigation agreement comprising a portion of any thereof; (b) any latent or other defects in accordance with 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 hereofof any restriction, easement, condition or covenant or other matter affecting title to the Property; (e) asserted 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 contemplated thereby (including the formation, continuance, operation and ultimate dissolution and liquidation of the Lessor) or 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 persons 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 than parties 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 any affiliate of any party to this Agreement the other Operative Agreements; (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results n) Claims arising from any untrue statement, public improvements with respect to the Property resulting in any change or alleged untrue statement, of a material fact contained in special assessments being levied against the Registration Statement Property or any amendment thereofplans to widen, modify or realign any street or highway adjacent to the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereofProperty, or any omissionClaim 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, title thereto, any interest therein or on any Basic Rent or Supplemental Rent, including any Liens which arise out of the 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 Lessor or any predecessor in title, or alleged omissionany of its contractors or agents or by reason of the 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 state therein a material fact such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be stated taken prior to make the statements therein 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 failure of such Indemnified Person to give the notices referred to in this sentence shall not misleadingdiminish the Indemnity Provider’s obligation hereunder except to the extent such failure precludes in any material respect the Indemnity Provider from contesting such Claim. If, PROVIDED, HOWEVERwithin 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 Company Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including 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 (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 Indemnity Provider’s reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider’s request, shall allow the Indemnity Provider to conduct and control the response to such Claim 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 case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may require the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld); 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 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 give rise to a conflict of interest between such Indemnified Person 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, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 69 by way of indemnification or advance for the payment of an amount regarding such Claim (not including the expenses of the contest). Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for 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 violation material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability 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 Purchaser 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 5 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider’s expense, an opinion of independent counsel selected by the 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 Securities Act arising out of Indemnified Person to the sales of Common Stock extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement or adverse admission by or with respect to the sale Indemnified Person. Notwithstanding anything to the Purchaser) for such sales to be effectivecontrary, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related indemnities provided pursuant to this Agreement, and (ii) does Section 11.1 shall not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains include indemnities provided pursuant to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionSection 11.2.

General Indemnity. The Company In addition to the payments pursuant to Section 9.3, DEVELOPER agrees to indemnify indemnify, pay, and hold harmless the PurchaserCompany and any holder of the Note, and its respective partnersthe officers, officers directors, employees, agents, and agents Affiliates of the Company and any such holder (collectively, the "Indemnitees"), harmless from and against any and all claimsother liabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, costs, expenses, and expenses disbursements of any kind or nature whatsoever (including but not limited to including, without limitation, the reasonable attorneys' fees and disbursements of counsel for any out of pocket expenses reasonably incurredsuch Indemnitees in connection with any investigative, as incurredadministrative, in defending against any litigation, or judicial proceeding commenced or threatened, and whether or not any amounts paid in settlement of any claim or litigation in accordance with the terms hereofsuch Indemnitees shall be designated a party thereto) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")that may be imposed on, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statementincurred by, or alleged untrue statementasserted against any Indemnity, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto manner relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, the Note, the Unit Pledge Agreement, the Subsidiary Security Agreement, the Security Instruments and the exhibits or any other agreements or document executed and delivered by DEVELOPER in connection therewith, DEVELOPER's use and operation of the Stores, including any violations arising out damage to public or worker health and safety or the environment, the Company's agreement to make the Loan hereunder, or the use or intended use of the failure proceeds of a registration statement ( other than the Registration Statement Loan (the "indemnified liabilities"); provided that DEVELOPER shall have no obligation to an Indemnity hereunder with respect to indemnified liabilities arising from the sale gross negligence or willful misconduct of such Indemnity. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, DEVELOPER shall contribute the maximum portion that it is permitted to pay under applicable law to the Purchaser) for such sales to be effective, unless there payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9.11 shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement survive satisfaction and payment of material fact or an omission DEVELOPER's obligations hereunder and termination of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company agrees Borrowers hereby jointly and severally agree to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless the Purchaser, from and its respective partners, officers and agents against any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and all claims, damages, liabilities and expenses that either (including but not limited to reasonable attorneys' fees and any i) arises out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties relates to this Agreement or any affiliate of the other Term Loan Documents (including any transactions entered into pursuant to any of the Term Loan Documents, Lender’s Liens upon the Collateral, or the performance by Lender of Lender’s duties, if any, or the exercise of any party to of Lender’s rights or remedies under this Agreement (or any such litigation or claim collectively a "Claim"of the other Term Loan Documents), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim (ii) results from any untrue statementBorrower’s failure to observe, perform or alleged untrue statementdischarge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of a material fact contained in the Registration Statement Indemnitees by any Person under any Environmental Laws or similar laws by reason of any Borrower’s or any amendment thereofother Person’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the prospectus contained therein (the "Prospectus")net income of Lender, but including any intangibles tax, stamp tax, recording tax or in any supplement thereto or amendment thereof, franchise tax) shall be payable by Lender or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 Obligor on account of the Securities Act arising out of the sales of Common Stock by Purchaser after the date execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Term Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the payment of) all such Taxes, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading interest and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreementpenalties thereon, and (ii) does not result will indemnify and hold Indemnitees harmless from the description of the transaction contemplated by this Agreementand against all liability in connection therewith. The foregoing indemnification pertains indemnities shall not apply to such untrue statements or omissions relating Indemnified Claims to the Registration Statement extent incurred by any Indemnitee as a direct and proximate result of its own gross negligence or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionwillful misconduct.

General Indemnity. The Company Subject to and limited by in all respects the provisions of Sections 11.6 through 11.8 and whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees and the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) in any way relating to or arising or alleged to arise out of pocket expenses reasonably incurredthe execution, as incurreddelivery, in defending against performance or enforcement of this Agreement, the Lease or any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Operative Agreement or on or with respect to any affiliate of Property or any party component thereof, including without limitation Claims in any way relating to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, arising or alleged untrue statementto arise out of (a) the financing, of a material fact contained in the Registration Statement refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or any amendment thereof, or the prospectus contained therein (the "Prospectus"otherwise), or any other disposition of any Property or any part thereof, including without limitation 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 any supplement thereto Property or amendment thereofany portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage to any property or the environment relating to the Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any omissiontransaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) 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; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; and (h) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the applicable Property. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding), for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 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 failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure arises from the gross negligence or willful misconduct of such Indemnified Person and in such case, the Indemnity Provider shall be relieved of its indemnity obligation respecting such Claim to the extent, but only to the extent, the failure of such Indemnified Person to give such notice has materially precluded the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or alleged omission(4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to state therein a material fact required take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be stated to make the statements therein not misleading, PROVIDED, HOWEVERpayable in respect of such Claim (and any future Claim, the Company pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for any violation in the name of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and, if the Indemnified Person has informed the Indemnity Provider that it intends to contest such Claim (whether or not the control of the contest is then assumed by the Purchaser Indemnity Provider), the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of Section 5 sale, forfeiture or loss of the Securities Act arising out Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such Claim shall involve the payment of any amount indemnified hereunder 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 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 the position asserted in such appeal will more likely than not prevail and (E) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the 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 sales of Common Stock Indemnified Person to the extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement or adverse admission by or with respect to the sale Indemnified Person. Each Indemnified Person shall use commercially reasonable efforts to supply the Indemnity Provider with such information and documents reasonably requested by the Indemnity Provider as are necessary for the Indemnity Provider to participate in any action, suit or proceeding to the Purchaser) for such sales extent permitted by Section 11.1. Notwithstanding anything to be effectivethe contrary in this Section 11.1, unless there the following shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result excluded from the description obligations of the transaction contemplated Indemnity Provider to indemnify, defend and hold harmless required by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.Section 11.1:

General Indemnity. The Company agrees Subject to indemnify Section 9.1, SPEED and Ronaxx, jointly and severally, agree to indemnify, defend and hold harmless the PurchaserKDTI-NY and KDTI, and its their respective partnersofficers, officers directors, employees and agents agents, and any of their successors and assigns (collectively, "KDTI Indemnified Parties") from and against any and all claimslosses, liabilities, damages, liabilities and deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including but not limited to including, without limitation, interest, penalties and reasonable attorneys' fees and any disbursements) ("Claims"), whether such Claims are incurred in KDTI-NY's or KDTI's disputes with SPEED or Ronaxx xx involving third-party claims against KDTI-NY or KDTI, based upon, arising out of pocket expenses reasonably incurred, as incurred, or otherwise in defending against 64 72 respect of (i) any litigation, commenced inaccuracy in or threatened, and any amounts paid in settlement breach of any claim representation, warranty, covenant or litigation agreement of SPEED or Ronaxx xxxtained in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of the Other Documents, (ii) any party Excluded Liability or (iii) any Claim based upon the operation of the SPEED Business prior to this Agreement (the Closing Date. In addition, Ronaxx xxxll indemnify and hold harmless KDTI, each director of KDTI, each officer of KDTI who shall sign the Registration Statement and any such litigation or claim collectively a "Claim")Person who controls KDTI within the meaning of the Securities Act, against any and all Claims to which Purchaser or its respective partners, officers and agents shall any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such Claim results from any Claims arise out of or are based upon an untrue statement, statement or alleged untrue statement, statement of a material fact contained in the Registration Statement or any amendment thereofin, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, omission or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make fact from, the Registration Statement Statement, any preliminary prospectus or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's statusfinal prospectus contained therein, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus supplement thereto, or any supplement thereto document incident to the registration or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration qualification of the OptionShares in reliance upon and in conformity with written information furnished to KDTI by Ronaxx xxxely for use in the preparation thereof ("SPEED Securities Claims").

General Indemnity. The Company agrees Guarantor and the Tenant, jointly and severally, hereby assume liability for and agree to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by or asserted against an Indemnified Person (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement the extent such Claims arise from the gross negligence, willful misconduct or any affiliate willful breach of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or Indemnified Person) in any supplement thereto way relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date execution, delivery, performance or enforcement of this Participation Agreement, including or any violations other Operative Document or on or with respect to any Mortgaged Property, including, without limitation, Claims in any way relating to or arising out of (a) the failure financing or refinancing, purchase, acceptance, rejection, ownership, design, leasing, subleasing, possession, use, operation, repair, modification, condition, sale, return, repossession (whether by summary proceedings or otherwise), or any other disposition of a registration statement ( Mortgaged Property or any part thereof; (b) any latent or other than defects in any Property whether or not discoverable by any Indemnified Person or the Registration Statement Tenant; (c) the Operative Documents, or any transaction contemplated thereby; (d) any breach by the Guarantor or the Tenant of any of their representations or warranties under the Operative Documents or failure by the Guarantor or the Tenant to perform or observe any covenant or agreement to be performed by them under any of the Operative Documents; and (e) personal injury, death or property damage, including Claims based on strict liability in tort; but excluding (i) Claims (except Claims against the Trust Company (including claims arising from Taxes or other impositions set forth in clause (iii) of the exclusions to the definition of "Impositions" set forth in Article VI)) to the extent such Claims arise solely out of events occurring after the expiration of the terms of all Leases and after the Tenant's discharge of all its obligations under the Operative Documents or (ii) any Taxes (disregarding with respect to the sale Trust Company the exclusions set forth in clause (v), to the Purchaserextent attributable to action taken or not taken by the Issuer at the direction of the Owner Beneficiary or the Collateral Trustee, and clause (ix) for such sales of the exclusions to be effective, unless there shall be a final judicial determination that the definition of Impositions set forth in Article VI) including any Claim (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission any portion of a material face Claim) made upon an Indemnified Person by a third party that at its origin is based upon a Tax (other than amounts necessary to make any payments hereunder on an After Tax Basis, where the Registration Statement Tenant is otherwise specifically required to make such payments on an After Tax Basis). The Guarantor and the Tenant shall be entitled to control, and shall assume full responsibility for the defense of any Claim; provided, however, that any Indemnified Person named in such Claim, may each retain separate counsel at the expense of the Tenant and the Guarantor; provided, further, that such parties shall use reasonable efforts to share counsel to the extent practicable and minimize the fees of counsel being reimbursed hereunder. The Tenant, the Guarantor and each Indemnified Person agree to give each other prompt written notice of any Claim hereby indemnified against but the giving of any such notice by an Indemnified Person shall not be a condition to the Tenant's and Guarantor's obligation under this Section 9.1, except to the extent failure to give such notice prejudices the Tenant's or Prospectus not misleading and (y) which fact or omission (i) does not relate to PurchaserGuarantor's status, conduct or performance under or related rights hereunder. After an Indemnified Person has been fully indemnified for a Claim pursuant to this AgreementSection 9.1, and so long as no default shall have occurred and be continuing under any Lease, the Tenant and the Guarantor shall be subrogated to any right of such Indemnified Person (iiexcept against another Indemnified Person) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains with respect to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionClaim.

General Indemnity. The Company 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 indemnify indemnify, pay and hold harmless Lender and any holder of any of the PurchaserNotes, and its respective partnersthe officers, officers directors, employees, agents and agents affiliates of Lender and such holder(s) (collectively called the “Indemnitees”) harmless from and against any and all claimsother liabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including but not limited to including, without limitation, the reasonable attorneys' fees and disbursements of counsel for such indemnities in connection with any out of pocket expenses reasonably incurredinvestigative, as incurred, in defending against any litigation, administrative or judicial proceeding commenced or threatened, and any amounts paid in settlement of any claim whether or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any not such Indemnitees shall be designated a party to this Agreement (any such litigation or claim collectively a "Claim"thereto), to which Purchaser that may be imposed on, incurred by or its respective partnersasserted against the Indemnitees, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto manner relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including the other Transaction Documents, or other agreements executed and delivered by Borrower, any violations arising out Subsidiary Holding Company, any Subsidiary Bank or any other Obligor in connection herewith, the 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 failure proceeds of a registration statement ( other than the Registration Statement Loan hereunder (the “Indemnified Liabilities”); that Borrower shall have no obligation to the Indemnitees with respect to Indemnified Liabilities arising from the sale negligence or willful misconduct of the Indemnitees as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Purchaser) for such sales to be effective, unless there payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 8.05 shall be a final judicial determination that (x) survive satisfaction and payment of the Registration Statement or Prospectus contained an untrue statement Obligations and termination of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.

General Indemnity. The Company Whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees and any out the extent such Claims arise from the gross negligence or willful misconduct of pocket expenses reasonably incurredsuch Indemnified Person itself, as incurreddetermined by a court of competent jurisdiction, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) in defending against any litigation, commenced way relating to or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, arising or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising arise out of the sales of Common Stock by Purchaser after the date execution, delivery, performance or enforcement of this Agreement, including the Master Lease or any violations arising out of the failure of a registration statement ( other than the Registration Statement Related Document or on or with respect to the sale Property or any component thereof, including without limitation Claims in any way relating to the Purchaser) for such sales or arising or alleged to be effective, unless there shall be a final judicial determination that arise out of (xa) the Registration Statement financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or Prospectus contained an untrue statement of material fact otherwise), or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description any other disposition of the transaction contemplated Property or any part thereof, including without limitation the acquisition, holding or disposition of any interest in the Property, Master 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 this Agreement. The foregoing indemnification pertains an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Requirements, Environmental Damages or other loss of or damage to such untrue statements any property or omissions the environment relating to the Registration Statement Property, the Master Lease, the Construction Agency Agreement or the Indemnity Provider; (d) the Related Documents or any amendment thereof transaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Prospectus Related Documents to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Related Documents; (f) the transactions contemplated hereby or by any other Related Document, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; and (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort. Notwithstanding anything to the contrary set forth herein, during the Construction Period the Lessee shall not be obligated under any of the Related Documents to indemnify any Person with respect to any cost arising from third party damage claims other than those third party damage claims caused by or resulting from the actions or failure to act by the Lessee or any supplement thereto of its agents, employees, consultants, contractors or amendment thereof at subcontractors (or any one else under the time the Registration Statement was declared effective or on any subsequent date until the expiration control of the OptionLessee or such Persons), while the Lessee is in possession or control of the Property.

General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser, Purchaser (and its respective partnersdirectors, officers officers, affiliates, agents, successors and agents assigns) from and against any and all claimslosses, damagesliabilities, liabilities deficiencies, costs, damages and expenses (including but not limited to including, without limitation, reasonable attorneys' fees attorney's fees, charges and any out of pocket expenses reasonably incurred, disbursements) incurred by the Purchaser as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement a result of any claim inaccuracy in or litigation in accordance with breach of the terms hereofrepresentations, warranties or covenants made by the Company herein or based upon (i) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, statement or alleged untrue statement, statement of a material fact contained in the Registration Statement or any amendment thereofthe prospectus therein, or (ii) the omission or alleged omission to state in the Registration Statement or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated herein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER, . The Purchaser agrees to indemnify and hold harmless the Company shall not be required to indemnify and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by the Purchaser herein or based upon any untrue statement or alleged untrue statement of a material fact provided by the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) inclusion in the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary the prospectus therein. Notwithstanding anything to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) contrary herein, the Purchaser shall be liable under this Section 8.1 for only that amount as does not relate exceed the net proceeds to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not such Purchaser as a result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating sale of Shares pursuant to the Registration Statement or plus the fair market value of any amendment thereof or Shares then held by the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionPurchaser.

General Indemnity. The Company Subject to the limitations set forth in Section 11.7 hereof, whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims which may be imposed on, damagesincurred by or asserted against an Indemnified Person by any third party, liabilities and expenses including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees and the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person, as determined by a court of competent jurisdiction) in any way relating to or arising or alleged to arise out of pocket expenses reasonably incurredthe negotiation, as incurredexecution, in defending against delivery, performance or enforcement of this Agreement, the Lease or any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Operative Agreement or on or with respect to the Property or any affiliate of component thereof, including without limitation Claims in any party way relating to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, arising or alleged untrue statementto arise out of (a) the financing, of a material fact contained in the Registration Statement refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, non-delivery, leasing, subleasing, possession, use, occupancy, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or any amendment thereof, or the prospectus contained therein (the "Prospectus"otherwise), or any disposition of the Property or any part thereof, including without limitation the acquisition, holding or disposition of any interest in the Property, lease or agreement comprising a portion of any supplement thereto thereof; (b) any latent or amendment thereofother defects in the Property or any portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of, or penalties arising from any violation of, Environmental Laws, Environmental Claims or other loss of or damage to any property or the environment, relating to the Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any omissiontransaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) 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; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; (h) any claim for patent, trademark or copyright infringement; and (i) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the Property. If a written demand is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 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 unless the Indemnified Person shall be required by such law or regulation to take action prior to the end of such seven (7) day period; provided, further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting all or any part of such Claim, but only for the portion of the Claim that the Indemnity Provider is precluded from contesting. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the reasonable expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request in writing that the Indemnity Provider conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a potential conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or alleged omission(4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to state therein a material fact required take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be stated to make the statements therein not misleading, PROVIDED, HOWEVERpayable in respect of such Claim (and any future Claim, the Company pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim, except reasonable expenses therefrom incurred by such Indemnified Person in connection with the response to such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any violation material danger of sale, forfeiture or loss of the Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (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 of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Purchaser Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that the position asserted in such appeal will more likely than not prevail and (E) no Event of Default by the Indemnity Provider 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 to the position taken by the Indemnity Provider by a court of competent jurisdiction pursuant to the contest provisions of this Section 5 11.1, unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the 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 Securities Act arising out of Indemnified Person to the sales of Common Stock extent any such adjustment or settlement involves, or is reasonably likely to involve, any performance by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement or adverse admission by or with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnified Person.

General Indemnity. (a) Indemnification by the Company. The Company agrees to will indemnify and ------------------------------ hold harmless the Purchaser, each of its directors, fund managers and its respective partnersofficers, officers and agents each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including but not limited to reasonable costs of defense and investigation and all reasonable attorneys' fees fees) to which the Purchaser, each of its directors, fund managers and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatenedofficers, and any amounts paid in settlement of any claim each person, if any, who controls the Purchaser may become subject, under the Securities Act or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")otherwise, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement, statement or alleged untrue statement, statement of a material fact contained contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (including any Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment thereofor supplement to it, or (ii) the prospectus contained therein (the "Prospectus"), omission or alleged omission to state in any supplement thereto or amendment thereof, that Registration Statement or any omissiondocument incorporated by reference in the Registration Statement, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER, provided that the Company shall not be required liable under this -------- Section 8.1(a) to indemnify the Purchaser for extent that a court of competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, liability or action resulted directly from any Claim for any violation such acts or failures to act, undertaken or omitted to be taken by the Purchaser of Section 5 of or such person through its bad faith or willful misconduct; provided further, that the Securities Act ---------------- foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the sales of Common Stock Company by the Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than expressly for use in the Registration Statement Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that with respect to the sale Prospectus, the ---------------- foregoing indemnity shall not inure to the Purchaserbenefit of the Purchaser or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Purchaser or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser or any controlling person in investigating, defending against, or preparing to defend against any such sales claim, action, suit or proceeding, except that the Company will not be liable to be effectivethe extent a claim or action which results in a loss, unless there shall be a final judicial determination that (x) the claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement Statement, Prospectus or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement Supplement or any amendment thereof or supplement to the thereto in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionProspectus Supplement.

General Indemnity. The Company Subject to and limited by in all respects by the provisions of Sections 11.6 through 11.8 and whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims, damageswhich may be imposed on, liabilities and expenses incurred by or asserted against an Indemnified Person by any third party, including without limitation Claims arising from the negligence of an Indemnified Person (including but not limited to reasonable attorneys' fees and the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person itself, as determined by a court of competent jurisdiction, as opposed to gross negligence or willful misconduct imputed to such Indemnified Person) in any way relating to or arising or alleged to arise out of pocket expenses reasonably incurredthe execution, as incurreddelivery, in defending against performance or enforcement of this Agreement, the Lease or any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Operative Agreement or on or with respect to any affiliate of Property or any party component thereof, including without limitation Claims in any way relating to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, arising or alleged untrue statementto arise out of (a) the financing, of a material fact contained in the Registration Statement refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, occupancy, operation, maintenance repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or any amendment thereof, or the prospectus contained therein (the "Prospectus"otherwise), or any other disposition of any Property or any part thereof, including without limitation 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 any supplement thereto Property or amendment thereofany portion thereof whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims or other loss of or damage to any property or the environment relating to the Property, the Lease, the Construction Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any omissiontransaction contemplated thereby; (e) any breach by the Indemnity Provider of any of its representations or warranties under the Operative Agreements to which the Indemnity Provider is a party or failure by the Indemnity Provider to perform or observe any covenant or agreement to be performed by it under any of the Operative Agreements; (f) the transactions contemplated hereby or by any 54 60 other Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) personal injury, death or property damage, including without limitation Claims based on strict or absolute liability in tort; and (h) any fees, expenses and/or other assessments by any business park or any other applicable entity with oversight responsibility for the applicable Property. If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including without limitation a written notice of such proceeding), for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; provided, however, that in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 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 failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes in all respects the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including without limitation by pursuit of appeals) (provided, however, that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim (and notwithstanding the provisions of the foregoing subsection (A)), the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict of interest between such Indemnified Person and the Indemnity Provider)) by, in the sole discretion of the Person conducting and controlling the response to such Claim (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or alleged omission(4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the 55 61 discretion of the controlling party. The parties agree that an Indemnified Person may at any time decline to state therein a material fact required take further action with respect to the response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be stated to make the statements therein not misleading, PROVIDED, HOWEVERpayable in respect of such Claim (and any future Claim, the Company pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 11.1 by way of indemnification or advance for the payment of an amount regarding such Claim. Notwithstanding the foregoing provisions of this Section 11.1, an Indemnified Person shall not be required to indemnify take any action and the Purchaser for Indemnity Provider shall not be permitted to respond to any Claim for any violation in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including without limitation all reasonable legal, accounting and investigatory fees and disbursements and, if the Indemnified Person has informed the Indemnity Provider that it intends to contest such Claim (whether or not the control of the contest is then assumed by the Purchaser Indemnity Provider), the Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim hereunder, (B) in the case of Section 5 a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the amount of the Securities Act arising out potential indemnity (taking into account all similar or logically related Claims that have been or could be raised for which the Indemnity Provider may be liable to pay an indemnity under this Section 11.1) exceeds $25,000 (or such lesser amount as may be subsequently agreed between the Indemnity Provider and the Indemnified Person), (C) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of the sales Property, or any part thereof or interest therein, will not interfere with the payment of Common Stock by Purchaser after Rent, and will not result in risk of criminal liability, (D) if such Claim shall involve the payment of any amount prior to the resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person) prior to the date such payment is due, (E) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnity Provider and reasonably satisfactory to the Indemnified Person stating that a reasonable basis exists to contest such Claim (or, in the case of an appeal of an adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail) and (F) no Event of Default shall have occurred and be continuing. In no event shall an Indemnified Person be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this AgreementSection 11.1, including unless there shall have been a change in law (or interpretation thereof) and the Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnity Provider and reasonably acceptable to the Indemnified Person stating that as a result 56 62 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 violations arising out Claim without the consent of the failure of a registration statement ( other than Indemnified Person to the Registration Statement 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 sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnified Person.

General Indemnity. The Company Whether or not any of the transactions ----------------- contemplated hereby shall be consummated, the Lessee hereby agrees to assume, and does hereby assume, liability for, and does hereby indemnify and hold agree to protect, defend, save and keep harmless the Purchasereach Indemnitee and their respective successors, assigns, directors, officers, agents, representatives and its respective partnersservants, officers from and agents against against, any and all claimsliabilities, obligations, losses, damages, liabilities penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses and costs and expenses relating to amendments, supplements, adjustments, waivers, consents and refinancings) of any kind and nature whatsoever (other than any Taxes), which may be imposed on, incurred by or asserted against any Indemnitee or its respective successors, assigns, directors, officers, agents, representatives or servants, by any person other than the Lessee (but including but not limited the Lessee to reasonable attorneys' fees and the extent that such cost or expense arises from an unsuccessful assertion of a claim by the Lessee), in any way relating to or arising out of pocket expenses reasonably incurredthis Agreement, as incurredthe Purchase Agreement, in defending against any litigationthe Purchase Agreement Assignment, commenced or threatenedthe Bills of Sale, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Lease, the Lease Supplement, the Indenture, the Original Loan Certificate, the Interim Refinancing Loan Certificate, the Certificates, the Pass Through Certificates, the Pass Through Agreement, the Series Supplements, the Trust Agreement or any affiliate Original Document or any other documents entered into in connection herewith or therewith or any transactions contemplated hereby or thereby or the enforcement of any party of the terms of any hereof or thereof, including, without limitation, amounts referred to this Agreement (any such litigation or claim collectively a in clause "Claimfirst" of Section 5.02, and clauses "), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statementfirst" through "third" of Section 5.03, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus")Indenture, or in any supplement thereto or amendment thereofway relating to the Aircraft, the Airframe, any Engine or any omission, Part whether or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser manufacture, design, purchase, acceptance, non-acceptance or rejection, ownership, registration, reregistration, financing, refinancing, delivery, non- delivery, lease, sublease, assignment, possession, use, operation, maintenance, testing, condition, repair, overhaul, storage, airworthiness, replacement, sale (including all costs incurred in making the Aircraft, the Airframe, or the Engines ready for sale after the date exercise of this Agreementremedies under she Lease and/ or the Indenture), including any violations arising out return or other disposition of the failure of a registration statement ( other than the Registration Statement with respect Aircraft or any part thereof prior to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement expiration or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.earlier termination of

General Indemnity. The Company agrees Subject to indemnify the limitations contained in Sections 8.1 and hold harmless 8.6.1, each of the PurchaserSellers, jointly and its respective partners, officers severally (with respect to clauses (a) and agents against any (b) below) and all claims, damages, liabilities and expenses Zyman only (including but not limited with respect to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereofclause (c) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"below), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required hereby agrees to indemnify the Purchaser for any Claim for any violation by and its affiliates (including the Company), stockholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of Section 5 or reimburse the Purchaser Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of the Securities Act investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”), that may be imposed on or incurred by any Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of (a) any breach of any warranty or representation contained in Article III B hereof or in any certificate delivered by Zyman on behalf of the sales of Common Stock Sellers at the Closing; (b) any breach or failure by Purchaser the Company to comply with, perform or discharge any obligation, agreement or covenant by the Company contained in this Agreement required to be performed on or prior to the Closing Date and (c) any breach or failure by the Company to comply with, perform or discharge any obligation, agreement or covenant by the Company contained in this Agreement to be performed after the date Closing Date; provided, that, for purposes of this Agreementclause (a) above, including any violations arising out qualification of such representations and warranties by reference to the materiality of matters stated therein, or words of similar effect, shall be disregarded in determining a breach thereof; provided, that, with respect to any Losses suffered by the Company or any subsidiary of the failure Company, the amount of a registration statement ( such Losses payable to any Purchaser Indemnified Party (other than the Registration Statement with respect to Company, in which case the sale to the Purchaser) for such sales to be effective, unless there Losses payable shall be a final judicial determination that (x100% of such Losses) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description shall equal 61.65% of the transaction contemplated aggregate amount of Losses suffered by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionCompany.

General Indemnity. The Company agrees to indemnify Concessionaire shall indemnify, defend, save and hold harmless the Purchaser, Authority and its respective partnersofficers, officers servants, agents, Government Instrumentalities and agents Government owned and/or controlled entities/enterprises, (the “Authority Indemnified Persons”) against any and all claimssuits, damagesproceedings, liabilities actions, demands and expenses (including but not limited to reasonable attorneys' fees claims from third parties for any loss, damage, cost and any expense of whatever kind and nature, whether arising out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement breach by the Concessionaire of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to of its obligations under this Agreement or any affiliate related agreement or on account of any party defect or deficiency in the provision of services by the Concessionaire to the Authority or to any User, or from any negligence of the Concessionaire under contract or tort or on any other ground whatsoever, except to the extent that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or breach or default of this Agreement on the part of the Authority Indemnified Persons. The Authority shall indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost and expense of whatever kind and nature arising out of (a) defect in title and/or the rights of the Authority in the land comprised in the Site, and/or (b) breach by the Authority of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, save and except that where any such litigation claim, suit, proceeding, action, and/or demand has arisen due to a negligent act or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statementomission, or alleged untrue statement, breach of a material fact contained in the Registration Statement any of its obligations under any provision of this Agreement or any amendment thereofrelated agreement, and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same shall be the liability of the Concessionaire. Indemnity by the Concessionaire Without limiting the generality of Clause 35.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire’s contractors, suppliers and representatives; or non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. Without limiting the generality of the provisions of this Article 35, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the prospectus contained therein (Concessionaire or by the "Prospectus"), Concessionaire’s Contractors in performing the Concessionaire’s obligations or in any supplement thereto way incorporated in or amendment thereofrelated to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any omissionpart thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a license, at no cost to the Authority, authorizing continued use of the infringing work. If the Concessionaire is unable to secure such license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or alleged omissionpart, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing. Notice and contest of claims In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to state therein a material fact required to be stated to make the statements therein benefit of an indemnity under this Article 35 (the “Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not misleadingsettle or pay the claim without the prior approval of the Indemnifying Party, PROVIDED, HOWEVER, the Company which approval shall not be required unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. Defense of claims The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Purchaser Indemnified Party in respect of loss to the full extent provided by this Article 35, the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defense. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 35.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). If the Indemnifying Party exercises its rights under Clause 35.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, when and as incurred, unless: the employment of counsel by such party has been authorized in writing by the Indemnifying Party; the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action; the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of such action and shall have been so notified by the Indemnified Party; or the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party; or that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 35.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defense of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder. No consequential claims Notwithstanding anything to the contrary contained in this Article 35, the indemnities herein provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of an indirect, incidental or consequential nature, including loss of profit, except as expressly provided in this Agreement. Limitation of Liability Notwithstanding anything to the contrary in this Agreement, the liability of one Party towards the other Party for any Claim for damages or compensation of any nature whatsoever under this Agreement, save and except where amounts exceeding the Total Project Cost are specifically prescribed in this Agreement as Termination Payment, shall not exceed the Total Project Cost. The limitation hereunder shall not apply to any or all liabilities in respect of third parties. The Parties agree that the Concessionaire's liability will be uncapped in case of any liabilities arising due to: (a) any amount payable as indemnity to the Authority due to its acts or omissions or fraud, gross negligence and wilful misconduct; (b) breach of any Applicable Laws or any Applicable Permits; (c) any claims or loss on account of Intellectual Property rights violation by the Purchaser Concessionaire; (d) any personal bodily injury or death of Section 5 of the Securities Act any person caused by, arising out of the sales of Common Stock by Purchaser after the date or in connection with its performance of this Agreement, including ; or (e) any violations arising out loss of or physical damage to property of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement Authority or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or third part. Survival on any subsequent date until the expiration Termination The provisions of the Optionthis Article 35 shall survive Termination.

General Indemnity. (a) Indemnification by the Company. The Company agrees to will indemnify and hold ------------------------------ harmless the Purchaser, each of its directors, fund managers and its respective partnersofficers, officers and agents each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including but not limited to reasonable costs of defense and investigation and all reasonable attorneys' fees fees) to which the Purchaser, each of its directors, fund managers and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatenedofficers, and any amounts paid in settlement of any claim each person, if any, who controls the Purchaser may become subject, under the Securities Act or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")otherwise, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement, statement or alleged untrue statement, statement of a material fact contained contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (including any Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment thereofor supplement to it, or (ii) the prospectus contained therein (the "Prospectus"), omission or alleged omission to state in any supplement thereto or amendment thereof, that Registration Statement or any omissiondocument incorporated by reference in the Registration Statement, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER, provided -------- that the Company shall not be required liable under this Section 8.1(a) to indemnify the Purchaser for extent that a court of competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, liability or action resulted directly from any Claim for any violation such acts or failures to act, undertaken or omitted to be taken by the Purchaser of Section 5 of or such person through its bad faith or willful misconduct; provided, however, that the Securities Act foregoing indemnity shall not apply to -------- any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the sales of Common Stock Company by the Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than expressly for use in the Registration Statement Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, -------- that with respect to the sale Prospectus, the foregoing indemnity shall not inure to the Purchaserbenefit of the Purchaser or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Purchaser or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser or any controlling person in investigating, defending against, or preparing to defend against any such sales claim, action, suit or proceeding, except that the Company will not be liable to be effectivethe extent a claim or action which results in a loss, unless there shall be a final judicial determination that (x) the claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement Statement, Prospectus or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement Supplement or any amendment thereof or supplement to the thereto in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionProspectus Supplement.

General Indemnity. The Company 8.3.1 Subject to the terms and conditions of this Article, Seller hereby agrees to indemnify and hold Company, Buyer and their respective Affiliates harmless the Purchaserfrom and against all damages and liabilities (including those resulting from or relating to demands, claims, actions or causes of action, assessments, or other losses, costs, and its respective partnersexpenses relating thereto, officers interest and agents against any penalties thereon, and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' ’ fees and any out related disbursements and other expenses in respect thereof) by reason of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement resulting from (i) a breach of any claim representation or litigation warranty of Seller contained in accordance with the terms hereof) asserted by persons other than parties or made pursuant to this Agreement or the Seller Documents, or (ii) the failure of the Seller duly to perform or observe any affiliate of any party term, provision, covenant, or agreement to be performed or observed by them pursuant to this Agreement or the Seller Documents; provided, however, under no circumstances will Seller have any obligations hereunder for Company’s action or failure to act after the Closing. 8.3.2 Subject to the terms and conditions of this Article, Buyer hereby agrees to indemnify, defend, and hold Seller harmless from and against all damages to and liabilities (any such litigation including those resulting from or claim collectively a "Claim")relating to demands, to which Purchaser claims, actions or its respective partnerscauses of action, officers and agents shall become subject insofar as such Claim results from any untrue statementassessments, or alleged untrue statementother losses, costs, and expenses relating thereto, interest and penalties thereon, and reasonable attorneys’ fees and related disbursements and other expenses in respect thereof) by reason of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission resulting from (i) does not relate to Purchaser's status, conduct a breach of any representation or performance under warranty of Buyer contained in or related made pursuant to this Agreement, and (ii) does not result from the description any failure of the transaction contemplated Buyer duly to perform or observe any term, provision, covenant or agreement to be performed or observed by Buyer pursuant to this Agreement, or (iii) any liability of Seller related to any third-party consents or approvals. 8.3.3 The foregoing indemnification pertains parties hereby acknowledge and agree that their sole and exclusive remedy with respect to such untrue statements or omissions any and all claims relating to the Registration Statement subject matter of this Agreement (other than a claim for fraud or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration for specific performance of the Option.terms of this Agreement) shall be pursuant to the indemnification provisions set forth in this Article. 8.3.4 The parties shall take all reasonable steps to mitigate all liabilities and damages upon and after becoming aware of any event that could reasonably be expected to give rise to such liabilities and damages. In no event shall any party be liable for consequential, incidental, exemplary, or punitive damages other than such damages awarded to a third party. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______

General Indemnity. The (a) Indemnification by the Company. the Company agrees to will indemnify and hold harmless the Purchaser, each of its directors, fund managers and its respective partnersofficers, officers and agents each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including but not limited to reasonable costs of defense and investigation and all reasonable attorneys' fees fees) to which the Purchaser, each of its directors, fund managers and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatenedofficers, and any amounts paid in settlement of any claim each person, if any, who controls the Purchaser may become subject, under the Securities Act or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")otherwise, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement, statement or alleged untrue statement, statement of a material fact contained contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (including the any prospectus supplement filed in connection with the transactions contemplated hereunder (the "Prospectus Supplement") which are a part of it), or any amendment thereofor supplement to it, or (ii) the prospectus contained therein (the "Prospectus"), omission or alleged omission to state in any supplement thereto or amendment thereof, that Registration Statement or any omissiondocument incorporated by reference in the Registration Statement, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER, provided that the Company shall not be required liable under this Section 8.1(a) to indemnify the Purchaser for extent that a court of competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, liability or action resulted directly from any Claim for any violation such acts or failures to act, undertaken or omitted to be taken by the Purchaser of Section 5 of or such person through its bad faith or willful misconduct; provided, however, that the Securities Act foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the sales of Common Stock Company by the Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than expressly for use in the Registration Statement Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the sale Prospectus, the foregoing indemnity shall not inure to the Purchaserbenefit of the Purchaser or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Purchaser or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser or any controlling person in investigating, defending against, or preparing to defend against any such sales claim, action, suit or proceeding, except that the Company will not be liable to be effectivethe extent a claim or action which results in a loss, unless there shall be a final judicial determination that (x) the claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement Statement, Prospectus or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement Supplement or any amendment thereof or supplement to the thereto in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionProspectus Supplement.

General Indemnity. (a) The Company agrees to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities Act (Distributing Purchaser, and its respective partners, officers and agents ) against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all claims, damages, liabilities and expenses (including but not limited to reasonable attorneys' fees and any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"fees), to which the Distributing Purchaser or its respective partners, officers and agents shall may become subject under the Securities Act or otherwise, insofar as such Claim results from losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement, statement or alleged untrue statement, statement of a any material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereofStatement, or any omissionrelated preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission, omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances when made not misleading; provided, PROVIDEDhowever, HOWEVERthat the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Purchaser specifically for use in the preparation thereof. This Section 5(a) shall not be required inure to indemnify the benefit of any Distributing Purchaser for with respect to any Claim for any violation by person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Purchaser failed to send or give a copy of Section 5 the Prospectus to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, where the Distributing Purchaser was obligated to do so under the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any supplement thereto or amendment thereof at liability the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionCompany may otherwise have.

General Indemnity. The Company In addition to the payment of expenses pursuant to Section 12.12, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify indemnify, pay and hold harmless Lender and its successors and assigns and the Purchaserofficers, directors, employees, agents, and affiliates of Lender and its respective partnerssuccessors and assigns (collectively the “Indemnitees”), officers harmless from and agents against any and all claimsother liabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including but not limited to including, without limitation, the reasonable attorneys' fees and disbursements of counsel for any out of pocket expenses reasonably incurredsuch Indemnitees in connection with any investigative, as incurred, in defending against any litigation, administrative or judicial proceeding commenced or threatened, and whether or not any amounts paid in settlement of any claim or litigation in accordance with the terms hereofsuch Indemnitees shall be designated a party thereto) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")that may be imposed on, to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statementincurred by, or alleged untrue statement, of a material fact contained in the Registration Statement or asserted against any amendment thereof, or the prospectus contained therein (the "Prospectus"), or Indemnitee in any supplement thereto manner relating to or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVER, the Company shall not be required to indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock Loan Documents or any other agreements executed and delivered by Purchaser after the date of this AgreementBorrower, including or any violations arising out guarantor of the failure Liabilities in connection herewith (including, but not limited to, the Guarantors), the statements contained in any commitment or proposal letter delivered by Lender, Lender’s agreement to make the Loans or the use or intended use of a registration statement ( other than the Registration Statement proceeds of any of the Loans hereunder (collectively the “Indemnified Liabilities”); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the sale gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) payment and satisfaction of all Indemnified Liabilities incurred by the Registration Statement Indemnitees or Prospectus contained an untrue statement any of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description them. The provisions of the transaction contemplated by undertakings and indemnification set out in this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration Section shall survive satisfaction and payment of the OptionLiabilities and termination of this Loan Agreement.

General Indemnity. The Company Whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees to defend, indemnify and hold harmless the Purchaser, each Indemnified Person on an After Tax Basis from and its respective partners, officers and agents against any and all claimsClaims which may be imposed on, damages, liabilities and expenses incurred by or asserted against an Indemnified Person by any other Person (including but not limited to reasonable attorneys' fees and the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person) in any out of pocket expenses reasonably incurred, as incurred, in defending against any litigation, commenced way relating to or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statementarising, or alleged untrue statement(by any Person asserting such a claim against an Indemnified Person) to arise, out of a material fact contained in the Registration Statement execution, delivery, performance or enforcement of this Agreement, the Lease, any other Operative Agreement or on or with respect to any Property or any amendment part thereof, including, without limitation, Claims in any way relating to or arising or alleged to arise out of (a) the prospectus contained therein financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, repair, modification, transportation, condition, sale, return, repossession (the "Prospectus"whether by summary proceedings or otherwise), or in any supplement thereto or amendment thereofother disposition of a Property, or any omissionpart thereof, including the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defect in any property whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) any Environmental Claim, any violation of Environmental Laws, or alleged omissionany other loss of or damage to any property or the environment relating to any Property, to state therein a material fact the Lease or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby (except for such Claims for which such Indemnified Person shall be required to indemnify the Indemnity Provider pursuant to the terms of the Operative Agreements); (e) any breach by the Lessee of any of its representations or warranties under the Operative Agreements to which it is a party or failure by the Lessee to perform or observe any covenant or agreement to be stated performed by it under any of the Operative Agreements; (f) 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; (g) any personal injury, death or property damage, including, without limitation, Claims based on strict or absolute liability in tort; (h) any easement, right, agreement or document referred to make in Section 10.5 of this Agreement; or (i) any Lien on any Property (other than Liens created by the statements therein not misleadingOperative Agreements), PROVIDEDprovided, HOWEVER, that the Company Indemnity Provider shall not be required to indemnify the Purchaser Lessor for any Lessor Liens. 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 violation Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Purchaser Indemnity Provider; provided, however, that, in the case of Section 5 any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 30- day period, such Indemnified Person shall endeavor, in such notice to the Indemnity Provider, to inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Securities Act arising out Indemnity Provider before seven (7) days before the end of the sales of Common Stock by Purchaser after the date of this Agreementsuch shorter period; provided, including any violations arising out of further, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure precludes the Indemnity Provider from contesting such Claim. If, within thirty (30) days after receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including, without limitation by pursuit of appeals) (provided, however, that (A) if such Claim can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim, the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed); provided, however that any Indemnified Party may retain separate counsel at the expense of the Indemnity Provider in the event of a registration statement ( conflict that arises after the initial response to such Claim); by, in the sole discretion of the Person conducting and controlling the response to such Claim, (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (4) taking such other than action as is reasonably requested by the Registration Statement Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the conduct of the response to such Claim; provided, that all decisions ultimately shall be made in the discretion of the controlling party, except that the Indemnity Provider may not agree to any dismissal or settlement of, or other agreement in connection with, any claim without the prior written consent of such Indemnified Person, if such dismissal, settlement or agreement would require any admission or acknowledgment of any culpability or wrongdoing by such Indemnified Person or provide for any nonmonetary relief to be performed by such Indemnified Person. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the sale response to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay the Indemnity Provider any amount previously paid or advanced by the Indemnity Provider pursuant to this Section 13.1 by way of indemnification or advance for the payment of any amount regarding such Claim other than expenses of the action relating to such Claim. Notwithstanding the foregoing provisions of this Section 13.1, an Indemnified Person shall not be required to take any action and no Indemnity Provider shall be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements, (B) the Indemnified Person shall have reasonably determined the action to be taken will not result in any material danger of sale, forfeiture or loss of any Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such Claim shall involve the payment of any amount prior to the Purchaserresolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person), (D) for in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such sales Indemnified Person a letter from a Responsible Officer stating that a reasonable basis exists to contest such Claim, and (E) no Lease Event of Default shall have occurred and be effectivecontinuing. In addition, an Indemnified Person shall not be required to contest any Claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 13.1, unless there shall be have been a final judicial determination that change in law (xor interpretation thereof) and the Registration Statement or Prospectus contained Indemnified Person shall have received, at the Indemnity Provider's expense, an untrue statement opinion of material fact or an omission of a material face necessary to make independent counsel selected by the Registration Statement or Prospectus not misleading Indemnified Person and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating reasonably acceptable to the Registration Statement Indemnity Provider stating that as a result of such change in law (or any amendment thereof or interpretation thereof), it is more likely than not that the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionIndemnified Person will prevail in such contest.

General Indemnity. (a) Indemnification by the Company. The Company agrees to will indemnify and hold harmless each of the PurchaserPurchaser and the Broker, each of their directors, fund managers and officers, and its respective partnerseach person, officers if any, who controls the Purchaser or the Broker within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act from and agents against any and all losses, claims, damages, liabilities and expenses (including but not limited to reasonable costs of defense and investigation and all reasonable attorneys' fees fees) to which the Purchaser and any out the Broker, each of pocket expenses reasonably incurredtheir directors, as incurred, in defending against any litigation, commenced or threatenedfund managers and officers, and any amounts paid in settlement of any claim or litigation in accordance with each person, if any, who controls the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim"), to which Purchaser or its respective partnersthe Broker may become subject, officers and agents shall become subject under the Securities Act or otherwise, insofar as such Claim results from losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement, statement or alleged untrue statement, statement of a material fact contained contained, or incorporated by reference, in the Registration Statement relating to Common Stock being sold to the Purchaser (including the Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment thereofor supplement to it, or (ii) the prospectus contained therein (the "Prospectus"), omission or alleged omission to state in any supplement thereto or amendment thereof, that Registration Statement or any omissiondocument incorporated by reference in the Registration Statement, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER, provided that the Company shall not be required liable under this Section 8.1(a) to indemnify the Purchaser for extent that a court of competent jurisdiction shall have determined by a final judgment (with no appeals available) that such loss, claim, damage, liability or action resulted directly from any Claim for any violation such acts or failures to act, undertaken or omitted to be taken by the Purchaser of Section 5 of or the Securities Act Broker or such person through its bad faith or willful misconduct; provided, however, that the foregoing indemnity shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the sales of Common Stock Company by the Purchaser after or the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than Broker expressly for use in the Registration Statement Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the sale Prospectus, the foregoing indemnity shall not inure to the benefit of the Purchaser or the Broker or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Purchaser or the Broker or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser) , the Broker and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser, the Broker or any controlling person in investigating, defending against, or preparing to defend against any such sales claim, action, suit or proceeding, except that the Company will not be liable to be effectivethe extent a claim or action which results in a loss, unless there shall be a final judicial determination that (x) the claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement Statement, Prospectus or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement Supplement or any amendment thereof or supplement to the thereto in reliance upon, and in conformity with, written information furnished by either the Purchaser or the Broker to the Company for inclusion in the Registration Statement, Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the OptionProspectus Supplement.

General Indemnity. The Company Pledgor agrees to indemnify and hold harmless the Purchaser, the Affected Parties and its respective partnerstheir Affiliates and the Purchaser’s, officers the Affected Parties’ and agents their Affiliates’ officers, directors, shareholders, employees, agents, attorneys, Affiliates and advisors (each an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from and indemnify any Indemnified Party against any and all claimsliabilities, losses, damages, liabilities judgments, costs and expenses of any kind that may be imposed on, incurred by or asserted against such Indemnified Party (including but not limited collectively, the “Indemnified Amounts”) relating to reasonable attorneys' fees and any or arising out of pocket expenses reasonably incurredthis Agreement or the Pledged Collateral, as incurredor the pledge thereof or the violation of Applicable Law, or any amendment, supplement or modification of, or any waiver or consent under or in defending against any litigationrespect of, commenced or threatened, and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement or any affiliate of any party to this Agreement (any such litigation or claim collectively a "Claim")transaction contemplated hereby, to which Purchaser or its respective partnersthat, officers and agents shall become subject insofar as such Claim in each case, results from anything other than any untrue statement, Indemnified Party’s gross negligence or alleged untrue statement, willful misconduct. Without limiting the generality of a material fact contained in the Registration Statement or any amendment thereof, or the prospectus contained therein (the "Prospectus"), or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVERforegoing, the Company shall not be required Pledgor agrees to hold any Indemnified Party harmless from and indemnify the Purchaser for any Claim for any violation by the Purchaser of Section 5 of the Securities Act arising out of the sales of Common Stock by Purchaser after the date of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement such Indemnified Party against all Indemnified Amounts with respect to the sale Pledged Collateral relating to or arising out of any violation or alleged violation of, noncompliance with or liability under any law, rule or regulation (including, without limitation, Environmental Laws and securities laws) that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with the PurchaserPledged Collateral for any sum owing thereunder, the Pledgor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set–off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder arising out of a breach by the Pledgor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Pledgor. The Pledgor also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs, expenses and fees incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement and any transaction contemplated hereby or thereby, including, without limitation, the reasonable fees and disbursements of its counsel. In the case of an investigation, litigation or other proceeding to which the indemnity in this Subsection 7.1(a) for applies, such sales to be effective, unless there indemnity shall be a final judicial determination that (x) effective whether or not such investigation, litigation or proceeding is brought by the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's statusSeller, conduct or performance under or related to this Agreement, and (ii) does not result from the description any of the Guarantors and/or the Pledgor or any of their officers, directors, shareholders, employees or creditors, an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not any transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Optionhereby is consummated.

General Indemnity. The In addition to the payments pursuant to Section 9.3, the Company agrees to indemnify indemnify, pay, and hold harmless Boston Chicken and any holder of the PurchaserNote, and its respective partnersthe officers, officers directors, employees, agents, and agents affiliates of Boston Chicken and any such holder (collectively, the "Indemnitees"), harmless from and against any and all claimsother liabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, costs, expenses, and expenses disbursements of any kind or nature whatsoever (including but not limited to including, without limitation, the reasonable attorneys' fees and disbursements of counsel for any out of pocket expenses reasonably incurredsuch Indemnitees in connection with any investigative, as incurredadministrative, in defending against any litigation, or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to or arising out of this Agreement, the Note, the Security Instruments and any amounts paid in settlement of any claim or litigation in accordance with the terms hereof) asserted by persons other than parties to this Agreement exhibits or any affiliate other agreements or document executed and delivered by the Company in connection therewith, the Company's operation of its business (including any party damage to this Agreement (any such litigation public or claim collectively a "Claim"worker health and safety or the environment), Boston Chicken's agreement to which Purchaser or its respective partners, officers and agents shall become subject insofar as such Claim results from any untrue statement, or alleged untrue statement, of a material fact contained in make the Registration Statement or any amendment thereofLoan hereunder, or the prospectus contained therein use or intended use of the proceeds of the Loan (the "Prospectusindemnified liabilities"); provided that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or in any supplement thereto or amendment thereof, or any omission, or alleged omission, to state therein a material fact required to be stated to make the statements therein not misleading, PROVIDED, HOWEVERpublic policy, the Company shall not be required contribute the maximum portion that it is permitted to indemnify pay under applicable law to the Purchaser for any Claim for any violation payment and satisfaction of all indemnified liabilities incurred by the Purchaser Indemnitees or any of Section 5 them. The provisions of the Securities Act arising undertakings and indemnification set out in this Section 9.11 shall survive satisfaction and payment of the sales of Common Stock by Purchaser after the date Company's obligations hereunder and termination of this Agreement, including any violations arising out of the failure of a registration statement ( other than the Registration Statement with respect to the sale to the Purchaser) for such sales to be effective, unless there shall be a final judicial determination that (x) the Registration Statement or Prospectus contained an untrue statement of material fact or an omission of a material face necessary to make the Registration Statement or Prospectus not misleading and (y) which fact or omission (i) does not relate to Purchaser's status, conduct or performance under or related to this Agreement, and (ii) does not result from the description of the transaction contemplated by this Agreement. The foregoing indemnification pertains to such untrue statements or omissions relating to the Registration Statement or any amendment thereof or the Prospectus or any supplement thereto or amendment thereof at the time the Registration Statement was declared effective or on any subsequent date until the expiration of the Option.