Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. (a) The Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.

Indemnification and Expenses. (a) The Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.

Indemnification and Expenses. (a) The Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties holder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party of the Companies arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Partyof the Companies, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related PartiesIndemnitee.

Indemnification and Expenses. (a) The Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties holder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party of the Companies arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Partyof the Companies, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related PartiesIndemnitee.

Indemnification and Expenses. (a) The Guarantor shall REIT, Gables GP and the Operating Partnership agree to indemnify each Credit Party and hold harmless TIAA, its affiliates, directors, officers and trustees and each Related Party person, if any, who controls TIAA within the meaning of any Section 15 of the Credit Parties Securities Act or Section 20 of the Exchange Act (each such Person being called an “Indemnitee”) againstcollectively, for this Section 8, "TIAA"), from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, damages and related expenses liabilities (including, without limitation, the feeslegal fees and other reasonable expenses incurred in connection with any suit, chargesaction or proceeding or any claim asserted, as such fees and disbursements expenses are incurred), joint or several, incurred or suffered by TIAA in connection with or arising out of any counsel for any Indemnitee), and shall breach by the Company of this Agreement. (b) TIAA agrees to indemnify and hold harmless the Company, its affiliates, directors and officers, the partners of the Company, and each Indemnitee from all fees and time charges and disbursements person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, for attorneys who may be employees this Section 8, the "Company") to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities incurred or suffered by the Company in connection with or arising out of any Indemniteebreach by TIAA of this Agreement. (c) If any suit, incurred by action, proceeding (including any Indemnitee governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnitee person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 8 except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any third party liability that it may have to an Indemnified Person otherwise than under this Section 8. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any Loan Party arising out ofothers entitled to indemnification pursuant to this Section 8 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, in connection withas incurred. In any such proceeding, or as a result any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the execution Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, in addition to those available to the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this GuarantyIndemnifying Person; or (iiiv) any the representation of both parties by the same counsel would be inappropriate due to actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether potential differing interests between them (based on contract, tort, or any other theory, whether brought by a third party or by any Loan the advice of counsel to the Indemnified Party, ). It is understood and regardless of whether any Indemnitee is a party thereto, provided agreed that such indemnity the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for TIAA, its affiliates, directors and officers and any control persons of TIAA shall be designated in writing by TIAA and for the Company, its affiliates, directors and officers and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent (which consent will not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. The Indemnified Person shall notify the Indemnifying Person promptly upon any settlement or final judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any Indemnitee admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. (d) The remedies provided for in this Section 8 are not exclusive and its Related Parties, shall not limit any rights or remedies that may otherwise be available to the extent that such losses, claims, damages, liabilities, any Indemnified Person at law or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Partiesin equity. 9.

Indemnification and Expenses. You agree (a) The Guarantor shall to indemnify and hold harmless each Credit Party Commitment Party, its affiliates and its respective directors, officers, employees, advisors, agents and other representatives (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person (for the avoidance of doubt with respect to each Related Party Commitment Party, in its capacities set forth herein and not in any other separate capacity with respect to the Transactions) may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Bridge Facility, the Transactions, the use of the proceeds thereof or the transactions contemplated hereby or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the Credit Parties foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon presentation of a summary statement for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent resulting from (each x) the willful misconduct, bad faith or gross negligence of such Person being called an indemnified person or its affiliates, or any of its or their respective directors, officers, directors, employees, agents, controlling persons, advisors or other representatives (collectively, the “IndemniteeRelated Parties”) against(as found by a final, non-appealable judgment of a court of competent jurisdiction), (y) a material breach of such indemnified person’s obligations under this Commitment Letter (as found by a final, non-appealable judgment of a court of competent jurisdiction) or (z) disputes solely between and among indemnified persons to the extent such disputes do not arise out of or in connection with any act or omission of you or any of your affiliates (other than any dispute involving an indemnified person acting in its capacity or fulfilling its role as an agent or arranger or similar role); provided, further, that you shall be responsible for the reasonable and documented out-of-pocket fees and expenses of only one counsel for all indemnified persons in connection with indemnification claims arising out of the same facts or circumstances and, solely in the case of an actual or potential conflict of interest, one additional counsel for the affected indemnified person and, if necessary or advisable, a single local counsel to the indemnified persons in each relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional external counsel in each applicable jurisdiction to the affected indemnified persons or similarly situated indemnified person and (b) regardless of whether the Delayed Draw Closing Date occurs, to reimburse each Commitment Party and its affiliates upon presentation of a summary statement for all reasonable and documented out-of-pocket expenses that have been invoiced prior to the Delayed Draw Closing Date or following termination or expiration of the commitments hereunder (including due diligence expenses (including, for avoidance of doubt, costs of any title searches or appraisals in respect of real property collateral incurred by the Commitment Parties, in each case, solely to the extent ordered after October 21, 2016), syndication expenses, travel expenses, and the fees, charges and disbursements of one primary counsel to each Commitment Party and, if necessary or advisable, a single local counsel to each Commitment Party in each relevant jurisdiction) incurred in connection with the Bridge Facility, the Transactions and any related documentation (including this Commitment Letter, the Fee Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. It is further agreed that the Commitment Parties shall only have liability to you (as opposed to any other person). No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of such indemnified person (or any of its Related Parties). None of the indemnified persons or you or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letter, the Bridge Facility, the Transactions or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnification obligations with respect to third party claims to the extent set forth in this Section 7. Notwithstanding the foregoing, each indemnified person will be obligated to refund and return promptly any and all amounts paid by you under the immediately preceding paragraph to the extent it has been determined by a court of competent jurisdiction in a final and non-appealable decision that such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof. You shall not be liable under this Commitment Letter for any settlement made by any indemnified person without your prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with your written consent or if there is a final judgment in any such Proceedings, you agree to indemnify and hold harmless each Indemnitee harmless from, indemnified person from and against any and all losses, claims, damages, liabilities, liabilities and related expenses (includingby reason of such settlement or judgment in accordance with the provisions hereof. You further agree that you will not, without limitationour prior written consent, settle or compromise or consent to the fees, charges, and disbursements entry of any counsel for judgment in any Indemnitee)pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not we or any other indemnified person is an actual or potential party to such Proceeding) unless such settlement, compromise or consent (a) includes an unconditional release of us and shall indemnify and hold harmless each Indemnitee other indemnified person from all fees liabilities and time charges obligations arising therefrom in form and disbursements for attorneys who may be employees of substance satisfactory to such indemnified person and (b) does not include any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or statement as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tortto, or any other theoryadmission of, whether brought fault, culpability or a failure to act by a third party or by on behalf of any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Partiesindemnified person.

Indemnification and Expenses. (a) The Guarantor shall Each Obligor will indemnify the Agent, the Lenders, each Credit Party of their affiliates, and each Related Party of any the officers, directors, employees, advisors, agents, controlling persons and other representatives of the Credit Parties foregoing (each such Person being called an the “IndemniteeIndemnified Parties”) against), and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, damages and liabilities, and related any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, orbut limited, in the case of legal fees and expenses, to the Administrative Agent reasonable and documented fees of one firm of U.S. counsel, one firm of Canadian counsel and one firm of German counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of an actual or perceived conflict of interest, where the Indemnified Party affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its Related Parties onlyown counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Lead Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby, the administration Original Credit Agreement, the Amended Credit Agreement, the Second Amended Credit Agreement and in the other Loan Documents and the use or intended use of this Guaranty; proceeds thereof, or (iib) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or prospective claimalleged presence or Release or threatened Release of Hazardous Materials on, litigationat, investigationunder or from any property owned, leased or proceeding relating to operated by any of the foregoing, whether based on contract, tortBorrower at any time, or any other theory, whether brought by a third party Environmental Claim related in any way to any Borrower or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, Restricted Subsidiary; provided that such indemnity shall notno Indemnified Person will be indemnified for any loss, as to any Indemnitee and its Related Partiesclaim, be available damage, liability or expense to the extent that it has resulted from (i) the gross negligence, bad faith or willful misconduct of such losses, claims, damages, liabilities, or related expenses are Indemnified Party (as determined by a court of competent jurisdiction by in a final and nonappealable judgment non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Lead Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against the Agent, any Lead Arrangers or any other agent or co-agent (if any) designated with respect to have resulted from the gross negligence Lenders or willful misconduct any Issuing Bank, in each case solely in their respective capacities as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by the Borrowers to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party is not entitled to payment of such Indemnitee or its Related Partiesamounts in accordance with the terms hereof. The Borrowers shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agent associated with the syndication of the Revolver Commitments and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents (including field examination costs (which, if performed by the Agent, shall be charged at a rate of $1,000 per day per person)) and appraisal costs and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one U.S. firm of counsel, one Canadian firm of counsel and one German firm of counsel to the Agent (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 14.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification and Expenses. You agree (a) The Guarantor shall to indemnify each Credit Party and each Related Party of any of the Credit Parties hold harmless VAC, its affiliates and their respective partners, officers, directors, employees, advisors and agents (each such Person being called an “IndemniteeIndemnified Person”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, damages and related expenses (including, without limitationliabilities to which any such Indemnified Person may become subject arising out of or in connection with this Letter Agreement, the feesMerger Agreement, chargesthe Financing, and disbursements the use of any counsel for any Indemnitee)the proceeds thereof, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees the Limited Guarantee dated as of any Indemnitee, incurred the date hereof by any Indemnitee or asserted against any Indemnitee by any third party VAC in favor of the Company (the “Limited Guarantee”) or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty related transaction or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee Indemnified Person is a party thereto, and to reimburse each Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that such indemnity Newco shall not, as to any Indemnitee and its Related Parties, not be available to the extent that such responsible for losses, claims, damages, liabilities, damages or related expenses liabilities that arise out of acts or omissions of an Indemnified Person that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the taken in bad faith or constitute gross negligence or willful misconduct as determined by a final, non-appealable court order; and (b) if the Financing is provided, to reimburse VAC and its affiliates on demand for all reasonable expenses (including due diligence expenses, travel expenses, and reasonable fees, charges and disbursements of counsel, accountants and other professionals) incurred by or on behalf of VAC in connection with the Financing and any related documentation (including this Letter Agreement and the Merger Agreement) or the administration, amendment, modification or waiver thereof. You also agree that if any indemnification sought by an Indemnified Person pursuant to this Letter Agreement is for any reason held by a court to be unavailable, then you and we will contribute to the losses, claims, liabilities, damages and expenses for which such Indemnitee indemnification is held unavailable in such proportion as is appropriate to reflect the relative benefits received by you on the one hand and by us on the other hand from the actual or its Related Partiesproposed transactions giving rise to or contemplated by this Letter Agreement, and also the relative fault of you, on the one hand, and of us and the Indemnified Person, on the other.

Indemnification and Expenses. (a) The a)Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the reasonable fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.

Indemnification and Expenses. You agree (a) The Guarantor shall to indemnify each Credit Party and each Related Party of any of the Credit Parties hold harmless CVC, its affiliates and their respective partners, officers, directors, employees, advisors, and agents (each such Person being called an “Indemnitee”"indemnified person") against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, damages and related expenses (including, without limitationliabilities to which any such indemnified person may become subject arising out of or in connection with this Letter Agreement, the feesMerger Agreement, chargesthe Financing, and disbursements the use of any counsel for any Indemnitee)the proceeds thereof, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party the Merger or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty related transaction or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable legal or other expenses GMH Holding Company December __, 2004 Page 2 of 4 incurred in connection with investigating or defending any of the foregoing; provided that such indemnity Newco shall not, as to any Indemnitee and its Related Parties, not be available to the extent that such responsible for losses, claims, damages, liabilities, damages or related expenses liabilities that arise out of acts or omissions of an indemnified person that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the taken in bad faith or constitute gross negligence or willful misconduct as determined by a final, non-appealable court order; and (b) if the Financing is provided, to reimburse CVC and its affiliates on demand for all reasonable expenses (including due diligence expenses, travel expenses, and reasonable fees, charges and disbursements of such Indemnitee counsel, accountants and other professionals) incurred by or its Related Partieson behalf of CVC in connection with the Financing and any related documentation (including this Letter Agreement and the Merger Agreement) or the administration, amendment, modification or waiver thereof.

Indemnification and Expenses. (a) The Guarantor shall indemnify each Credit Party Borrower hereby agrees to hold Lender and its Affiliates, any successor owner or holder of the Loan or participations in the Loan, and each Related Party of any their respective officers, partners, members, shareholders, directors, employees, representatives, agents and subsidiaries of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all lossesof the foregoing, claims(each, damagesan “Indemnified Party” and collectively, liabilities, the “Indemnified Parties”) harmless from and related expenses indemnify and defend the Indemnified Parties against any and all Damages (without duplication of any payments made by Borrower to reimburse Lender for Expenses required to be paid hereunder) that may at any time (including, without limitation, such time as this Loan Agreement shall no longer be in effect and the fees, charges, and disbursements of any counsel for any Indemnitee), and Loan shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may have been repaid in full) be employees of any Indemnitee, incurred by any Indemnitee imposed on or asserted against any Indemnitee by Indemnified Party in any third party or any Loan Party way whatsoever arising out of, of or in connection with, or as a result of relating to, (i) this Loan Agreement, the execution or delivery or enforcement of this Guaranty Loan, the Mortgaged Property, the Collateral or any agreement related property or instrument contemplated hereby, the performance any action taken or omitted to be taken by the parties hereto of their respective obligations hereunder, the consummation any Indemnified Party under or in connection with any of the transactions contemplated herebyforegoing (including actions taken by Lender pursuant to Sections 5.04 and 5.05 hereof), or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual claims by Fee Owner with respect to the Collaterally Assigned Loan, (iii) any violation or prospective claimalleged violation of, litigationnon–compliance with or liability under any requirements of applicable law by Borrower, investigationGuarantor or any of their respective affiliates, officers, directors, employees or agents, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or proceeding relating possession, alteration, repair, operation, maintenance or management of, the Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Borrower to perform or comply with any Loan Document or Collaterally Assigned Loan Document, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving Mortgaged Property, (x) any taxes attributable to the execution, delivery, filing or recording of any Loan Document, Collaterally Assigned Loan Document or any memorandum of any of the foregoing, whether based (xi) any Lien or claim arising on contract, tort, or against the Collaterally Assigned Loan or Mortgaged Property under any applicable law or any liability asserted against Lender or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party Indemnified Party with respect thereto, provided that (xii) any Release, use, generation, manufacture, storage, disposal, threatened disposal, transportation or presence of Hazardous Materials to, from, in, on, under, near or affecting the Mortgaged Property, (xiii) any term sheet or any business communications or dealings between the parties relating thereto, or (xiv) Borrower’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 9.03(a), that, in each case of (i) through (xiv) above, does not result from (A) such indemnity shall notIndemnified Party’s gross negligence or willful misconduct, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction pursuant to a final, non–appealable judgment, or (B) an act or omission (where Lender has a duty to act) of Lender or any other Indemnified Parties during Lender’s period of ownership of the Collaterally Assigned Loan (pursuant to Lender’s exercise of its remedies hereunder or transfer in lieu thereof or similar transaction). In any suit, proceeding or action brought by final Lender in connection with the Collaterally Assigned Loan for any sum owing thereunder, or to enforce any provisions of the Collaterally Assigned Loan Documents, Borrower shall save, indemnify and nonappealable judgment hold Lender harmless from and against all Damages suffered by Lender by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of Fee Owner thereunder, arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to have resulted from the gross negligence or willful misconduct in favor of such Indemnitee Fee Owner or its Related Partiessuccessors from Borrower. Borrower also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s Damages incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement and any other Loan Document or any transaction contemplated hereby or thereby.

Indemnification and Expenses. (a) The Guarantor shall indemnify each Credit Party and each Related Party of their Affiliates and its and their respective shareholders, partners, directors, members officers, employees, attorneys, agents, trustees and advisors of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party party, Borrower, or any Loan Party Guarantor arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, or the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party party, Borrower, or by any Loan PartyGuarantor, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related PartiesIndemnitee.

Indemnification and Expenses. (a) The Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.

Indemnification and Expenses. To the extent permitted by law, the District does hereby assume liability for, and agree to defend, indemnify, protect, save and keep harmless the Corporation and its members, officers and employees and its successors and assigns from and against‌ any and all liabilities, obligations, losses, damages (aincluding consequential damages incurred by others), taxes and impositions, penalties, fines, claims, actions, suits, costs and expenses and disbursements (including legal fees and expenses) The Guarantor shall indemnify each Credit Party of whatsoever kind and each Related Party nature imposed on, asserted against or incurred or suffered by the Corporation or its directors, officers or employees or its successors and assigns in any way relating to or arising out of its lease of the Demised Premises or the District’s use thereof, the taking possession of, re- entering or re-letting of the Demised Premises or the exercise by the Corporation or its assignee of any other remedy provided in Section 7.01 hereof or the execution and delivery or performance hereof or the assignment hereof or the Trust Agreement or any other agreements relating thereto (including without limitation the lease of the Demised Premises), or the enforcement of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements terms of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to thereof. To the extent that this Sublease confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Sublease, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such lossesright, claimsremedy or claim conferred, damages, liabilities, given or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Partiesgranted hereunder.

Indemnification and Expenses. (a) The Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Parties.

Indemnification and Expenses. (a) The Guarantor shall Seller agrees to and does hereby indemnify each Credit Party and each Related Party hold Purchaser and any successor, assignee or secured party of Purchaser and any directors, officers, partners, managers, members, employees, persons controlling or controlled by and any agents or attorneys of any of the Credit Parties (each such Person being called foregoing, on an “Indemnitee”) against, after-tax basis harmless from and hold each Indemnitee harmless from, against any and all lossesexpense, claimsliability or loss whatsoever, damagesincluding, liabilitieswithout limitation, reasonable legal fees and related expenses expenses, which may be asserted against or incurred in any manner by or for the account of any of the foregoing persons, relating to or in any way arising out of this Agreement, the Purchase Supplements or the Lease Documents or the purchase, ownership, delivery, installation, possession, lease, use, operation, removal, return, sale, disposition or condition of the Equipment hereunder or in connection herewith (including, without limitation, expense, liability or loss relating to or in any way arising out of injury to persons or property, patent or invention rights or strict liability in tort). Each party shall give the fees, charges, and disbursements other party notice of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred event or condition which requires indemnification by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations Seller hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claims, damages, liabilities, or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct allegation of such Indemnitee event or its Related Partiescondition, promptly upon obtaining knowledge thereof. Seller shall pay Purchaser, upon demand, all amounts due under this Section 6. All of the indemnities and agreements of Seller contained in this Section 6 shall survive and continue in full force and effect notwithstanding termination of this Agreement or of the lease of any or all Items of Equipment hereunder.