Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of ten dollars this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. ($10.00b) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and The Secured Party agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), reimburse the Bank for any and all charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due the Debtor fails to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claimsthe Bank is enjoined, ordersstayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, rulings or judgments the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (collectively, "Claims"d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, paid sustained or suffered payable by any Purchaser's Indemnified Party the Bank arising out of from the Bank following an Initial Instruction or in connection with: (A) Work on a Disposition Instruction originated by the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer ImprovementsSecured Party, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) from the Bank’s remittance of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure funds pursuant to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-partySection 9(b), except to the extent such Damages or Claims arise out of directly caused by the Bank’s gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)misconduct. b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerstaxes (other than taxes on income earned by an Indemnitee in connection herewith), representatives, documented costs or expenses (including reasonable and its present and future mortgagees documented attorneys’ fees) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller competent jurisdiction to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements have been caused by the fraud, gross negligence or negligence, willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)misconduct, or bad faith of such Indemnitee; and (iib) Purchaser's failure Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement; provided, that as between the Parties, any indemnity provided to comply Escrow Agent pursuant to this Section 7 shall not affect or limit the rights that the Parties may have against each other with respect to responsibility for payment of such amounts. The Parties hereby grant Escrow Agent a right of set-off against the Fund for the payment of any provision claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Solely as between the Parties, with said indemnification to a Seller's Indemnified such Losses shall be borne by the Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered determined by a Seller's Indemnified court of competent jurisdiction to be responsible for causing such Losses or, if no such determination is made, then each Party or any third-party, except to the extent shall pay 50% of such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Losses.

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00a) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and Pledgor agrees to reimburse, all of Purchaser indemnify the Pledgees and its successors, assigns, owners, shareholders, their respective partners, membersstockholders, directors, officers, employees, officersagents and affiliates (jointly and severally, representativesthe "Indemnitees") against, hold them harmless of and from, and its present and future mortgagees (eachto the extent paid by any Indemnitees reimburse them for, a “Purchaser's Indemnified Party”), for any and all (i) loss, liability, damagecost, damage and expense, loss (including, but in no way limited towithout limitation, losses suffered due to business interruption)reasonable attorneys' fees and expenses, lost profits, causes which the Indemnitees may suffer or incur by reason of any action, suitsclaim or proceeding brought by or against any Indemnitee or in which any Indemnitee may become involved (as a plaintiff, attorney's feesdefendant, paralegal feesnonparty or in any other capacity, legal feesincluding without limitation in any action brought in interpleader or against Pledgor) or in connection with any investigation, court costs whether conducted by an Indemnitee or another, arising out of or relating directly or indirectly in any way to the Pledged Shares, this Agreement or any transaction to which the Pledged Shares or this Agreement directly or indirectly relates. (b) If the indemnification provided for in paragraph (a) of this Section 10 is for any reason held to be unavailable, Pledgor shall contribute such amounts as are just and other costs whatsoever (equitable to pay the Indemnitees or to reimburse them for the aggregate of any and all losses, liabilities, costs, damages and expenses, including, but in no way limited towithout limitation, costs suffered due to business interruption or being temporarily or permanently displaced from reasonable attorneys' fees and expenses, incurred by the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out Indemnitees as a result of or in connection with: (A) Work on the Sewer Improvements; (B) , any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws amount paid in the performance settlement of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's action, claim or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party proceeding arising out of or relating directly or indirectly in connection with (i) damage done any way to the Sewer Improvements by Pledged Shares or this Agreement or any transaction to which the gross negligence Pledged Shares or willful misconduct this Agreement directly or indirectly relates. The provisions of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with this Section 10 shall survive any provision termination of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of ten dollars this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. ($10.00b) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and The Secured Party agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), reimburse the Bank for any and all charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 4 must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due the Debtor fails to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claimsthe Bank is enjoined, ordersstayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, rulings or judgments the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (collectively, "Claims"d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, paid sustained or suffered payable by any Purchaser's Indemnified Party the Bank arising out of from the Bank following an Initial Instruction or in connection with: (A) Work on a Disposition Instruction originated by the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer ImprovementsSecured Party, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) from the Bank’s remittance of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure funds pursuant to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-partySection 9(b), except to the extent such Damages or Claims arise out of directly caused by the Bank’s gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).misconduct,

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and The Company agrees to reimbursedefend, all of Purchaser indemnify and forever hold harmless the Buyer and its successorsofficers, assigns, owners, shareholders, partners, membersdirectors, employees, officers, representativesand agents, and its present each Buyer Control Person (the “Buyer Parties”) from and future mortgagees against any losses, claims, damages, liabilities or expenses incurred (eachcollectively, a “Purchaser's Indemnified PartyDamages”), joint or several, and any action in respect thereof to which the Buyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Buyer Control Person becomes subject, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred. The Buyer Parties with the right to be indemnified under this Section (the “Indemnified Parties”) shall have the right to defend any such action or proceeding with attorneys of their own selection, and the Company shall be solely responsible for all costs and expenses related thereto. If the Indemnified Parties opt not to retain their own counsel, the Company shall defend any such action or proceeding with attorneys of its choosing at its sole cost and all expense, provided that such attorneys have been pre-approved by the Indemnified Parties, which approval shall not be unreasonably withheld, and provided further that the Company may not settle any such action or proceeding without first obtaining the written consent of the Indemnified Parties. b. The indemnity agreements contained herein shall be in addition to (i) liabilityany cause of action or similar rights of the Buyer Parties against the Company or others, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on liabilities the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way Company may be limited subject to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Company and in consideration of ten dollars ($10.00) specifically paid by Purchaser the Administrative Agent agree jointly and severally to Seller on indemnify, defend, hold harmless, pay or reimburse the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser Escrow Agent and its affiliates (other than the Administrative Agent and the Collateral Agent, in their capacities as Administrative Agent and Collateral Agent) and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee and (b) the Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Company and the Administrative Agent received in accordance with this Agreement. The Company and the Administrative Agent hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrowed Funds for the payment of any claim for indemnification, fees, expenses and amounts due to the Escrow Agent (in its capacity as such) or an Indemnitee. In furtherance of the gross negligence foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrowed Funds for its own account or willful misconduct for the account of Seller (and its contractorsan Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 7. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of the Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For (a) In addition to any other indemnification required by this Agreement, Client agrees to indemnify Lending Agent and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves hold Lending Agent harmless from and againstany liabilities, and agrees losses, costs or expenses (including reasonable attorneys’ fees) which Lending Agent may incur in connection with this Agreement or the transactions contemplated hereby, including a breach of any representation in Section 12 of this Agreement; provided that such indemnification shall not extend to reimburseliabilities, all of Purchaser and its successorslosses, assignscosts or expenses to the extent that such liabilities, ownerslosses, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all costs or expenses (i) liabilityhave resulted from Lending Agent’s own willful misconduct or gross negligence, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings result from Lending Agent’s obligations as required by Section 7(a) above. (b) Client agrees that Lending Agent’s duties and responsibilities shall only be those expressly set forth herein and that Lending Agent may consult with counsel and be fully protected with respect to any action taken or judgments (collectively, "Claims"), incurred, paid or suffered omitted to be taken in good faith upon advice of such counsel. Client understands that Lending Agent will act solely as agent in securities lending transactions contemplated by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in this Agreement. Lending Agent does not guarantee the performance of or assume any Work liability for any obligations of Client or any borrower. (c) Client agrees that Lending Agent may rely on any certificate, statement, request, consent, agreement or other instrument which it believes to be genuine and to have been signed or presented by a proper person or persons. (d) Notwithstanding anything in Section 7 or elsewhere herein to the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors'contrary, contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way event shall Lending Agent be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party liable to Client or any third-partythird party for special, except to the extent such Damages indirect or Claims arise out consequential damages or lost profits or loss of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party business arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence this Agreement or willful misconduct of Purchaser (and its contractorsany securities loan, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off even if Lending Agent is previously informed of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent possibility of such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)damages.

Indemnification and Reimbursement. a. For 10.1 Shareholders absolutely and unconditionally, jointly and severally, shall indemnify and hold the Company and the Surviving Corporation harmless at all times after the Closing against and in consideration respect of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) all liabilities and obligations to be paid, performed or discharged by any Shareholder pursuant to the provisions of this Agreement; (ii) all liability, damageloss, expensedamage or deficiency resulting from any misrepresentation, loss breach of warranty, covenant or agreement made by any Shareholder in this Agreement or any certificate or other instrument furnished or to be furnished to the Company under or in connection with this Agreement; and (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of actioniii) all actions, suits, attorney's feesproceedings, paralegal feesclaims, legal feesdemands, court assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 10.1, including without limitation any direct legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against the Company in respect of which the Company proposes to demand indemnification, Shareholders shall be notified to that effect with reasonable promptness after such assertion and Shareholders shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith the Company shall cooperate fully to make available to Shareholders all pertinent information under its control relating thereto. 10.2 Each of the Company and the Surviving Corporation agrees to protect, defend and indemnify Shareholders and hold them harmless against and in respect of (i) all liabilities and obligations of each of the Company and the Surviving Corporation to be paid, performed or discharged by the Company and the Surviving Corporation pursuant to the provisions of this Agreement; (ii) all liability, loss, damage or deficiency resulting from any misrepresentation, breach of warranty, covenant or agreement by the Company made in this Agreement or in any certificate or other instrument furnished or to be furnished by it under or in connection with this Agreement; and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs whatsoever (and expenses incident to any of the foregoing provisions of this Section 10.2, including, but without limitation, any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against Shareholders in respect of which the Shareholders propose to demand indemnification, each of the Company and the Surviving Corporation shall be notified to that effect with reasonable promptness after such assertion, and the Company and the Surviving Corporation shall have the right to assume entire control of the defense, compromise or settlement of any such claim through their own attorneys and at their own expense, and in connection therewith, Shareholders shall cooperate fully to make available to the Company and the Surviving Corporation all pertinent information under its control relating thereto. 10.3 The Company shall be entitled to offset any liability on the part of the Shareholders hereunder against the full amount of the promissory note that shall be due and payable on the first anniversary of the Closing. Any liabilities for indemnification hereunder in excess of $1,000,000 may at the option of the Shareholders be paid in cash or in shares of Common Stock valued at the Closing Price. Upon payment of the aforementioned promissory note, any liabilities for indemnification may at the option of the Shareholders be paid in shares of Common Stock (valued at the Closing Price) or in cash. 10.4 Notwithstanding anything herein to the contrary, the obligations of the indemnifying parties to the indemnified parties under this Article 10 are qualified as follows: (i) no way limited toliability shall exist for any California State tax liabilities (including interest and penalties with respect thereto) relating exclusively to ICF's accounting method change for the years 1995, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively1996 and 1997, ("Damages"); ii) no liabilities shall exist for federal tax liabilities not exceeding $1,300,000, (iii) any particular item of damage giving rise to liability hereunder must exceed $5,000, (iv) all items (excluding the tax liabilities specifically set forth under items (i) and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (Athis subsection) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws of damages must exceed $175,000 in the performance of aggregate before there is any Work on the Sewer Improvements; liability for indemnification hereunder, (Cv) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees'total liability for indemnification hereunder shall not exceed $1,500,000, and its present and future mortgagees' activities on the Purchaser Parcel; (Evi) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered liability for indemnification hereunder shall be net of any tax benefits realized by the Company and/or the Surviving Corporation (provided that any Seller's Indemnified Party arising out of or in connection with (i) damage done such tax benefit shall not inure to the Sewer Improvements Shareholders unless and until such benefit is actually realized by the gross negligence or willful misconduct Company and/or the Surviving Corporation, which tax benefit, upon satisfaction of Purchaser (Shareholders' indemnification obligation hereunder, shall be immediately due and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except payable to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgageesShareholders).

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller The Purchaser, on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and againstone hand, and agrees Seller, on the other hand, agree jointly and severally to reimburseindemnify, all of Purchaser defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any actually incurred and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by gross negligence, willful misconduct (including with respect to tax matters, the intentional and willful disregard of a reporting requirement as specified in Section 2(b) hereof), or Claims arise out bad faith of such Indemnitee or that are income or similar taxes imposed upon Escrow Agent with respect to any fees or expenses payable to it hereunder; and (b) Escrow Agent’s following, accepting or acting upon any written instructions or written directions, whether joint or singular, from the Parties received in accordance with this Agreement. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and the Purchaser agree, solely among themselves, that irrespective of any joint and several liability that either may have to the Escrow Agent under this Agreement, as between them, the Purchaser, on the one hand and Seller, on the other hand, will each only be liable for one-half of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either the Purchaser, on the one hand, or Seller, on the other hand, incurs greater than one-half of any such Losses, the Purchaser, on the one hand, or Seller, on the other hand, as applicable, will promptly (and in no event later than five (5) Business Days) make payment to the other such that each of the gross negligence or willful misconduct of Seller (and its contractorsPurchaser, contractors' subcontractors, representatives, agents, employeeson the one hand, and its present and future mortgagees)Seller, on the other hand, have borne one-half of all amounts which are paid to Escrow Agent under this Section 7; provided, however, that to the extent any Losses owed pursuant to this Section 7 result from or are attributable to a Party’s failure to provide tax documentation required to be provided pursuant to this Agreement, such Party shall be solely responsible for indemnifying any Indemnitee for such Losses.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, or reasonable and its present documented, out-of-pocket costs or expenses (including, without limitation, the reasonable and future mortgagees documented fees and expenses of outside counsel and experts and their staffs and all reasonable and documented expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, bad faith or Claims arise out fraud of such Indemnitee and (b) Escrow Agent’s following, accepting or acting upon any instruction or directions, whether joint or singular, from the Parties received in accordance with this Agreement; provided, that as between themselves, and without affecting their indemnification obligations to the Escrow Agent, each of the gross negligence Buyer and the Seller agrees to pay fifty percent (50%) of any such indemnification claims and shall be entitled to reimbursement from the other Party to the extent the amount of Losses paid to an Indemnitee exceeds such agreed to fifty percent (50%) allocation. The obligations set forth in this Section 7 shall survive the resignation, replacement or willful misconduct removal of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any PurchaserAgent's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser (and its contractorsthe foregoing, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and each Bank agrees to reimburse, all reimburse the Agent promptly upon demand for its ratable share of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees any out-of-pocket expenses (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered including reasonable counsel fees) incurred by any Seller's Indemnified Party arising out of or the Agent in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractorspreparation, contractors' subcontractorsexecution, representatives, agents, employees, and its present and future mortgagees)administration, or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deathenforcement of, or property damage occurring on legal advice in respect of rights or off of responsibilities under, this Credit Agreement and the Property, suffered by a Seller's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Shares for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Shares for its own account or willful misconduct for the account of Seller (and its contractorsan Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 8 or 9. The obligations set forth in this Section 9 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For (a) In addition to any other indemnification required by this Agreement, Client agrees to indemnify Lending Agent and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves hold Lending Agent harmless from and againstany liabilities, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited tolosses, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcelexpenses (including reasonable attorneys’ fees) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or which Lending Agent may incur in connection with: (A) Work on with this Agreement or the Sewer Improvementstransactions contemplated hereby, including a breach of any representation in Section 12; (B) any failure provided that such indemnification shall not extend to liabilities, losses, costs or expenses to the extent that such liabilities, losses, costs or expenses are found by Seller a final judgment of a court of competent jurisdiction to secure the Approvals (providedhave resulted from Lending Agent’s own bad faith, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) willful misconduct or to comply with the Approvals and all Applicable Laws negligence in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's its services pursuant to this Agreement or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision arising from Lending Agent’s breach of this Agreement. (b) In addition to any other indemnification required by this Agreement, Lending Agent agrees to indemnify Client and to hold Client harmless from any liabilities, losses, costs or expenses (including reasonable attorneys’ fees) which Client may incur in connection with said indemnification to a Purchaser's Indemnified Party to includebreach of any representation in Sections 1(d), but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (13 and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees21(a). b. For (c) Client agrees that Lending Agent’s duties and responsibilities shall only be those expressly set forth herein. With respect to questions of law, Lending Agent may consult with qualified counsel experienced in securities lending matters and be fully protected with respect to any action taken or omitted to be taken in good faith and in consideration conformity with the advice of ten dollars ($10.00) specifically paid such counsel. Client understands that Lending Agent will act solely as agent in securities lending transactions contemplated by Seller to Purchaser on this Agreement. Lending Agent does not guarantee the Effective Date, the receipt, adequacy and sufficiency performance of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), or assume any liability for any obligations of Client or any borrower. (d) Client agrees that Lending Agent may rely on any certificate, statement, request, consent, agreement or other instrument which it believes to be genuine and all Damages and Claims incurredto have been signed or presented by a proper person or persons. (e) Notwithstanding anything in Section 7 or elsewhere herein to the contrary, paid in no event shall either party be liable to the other party or suffered by any Seller's Indemnified Party third party for special, indirect or consequential damages or lost profits or loss of business arising out of or in connection with this Agreement or any securities loan, even if such party is previously informed of the possibility of such damages. (if) damage done to the Sewer Improvements by the gross negligence or willful misconduct The provisions of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision this Section 8 shall survive termination of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration (a) The Debtor indemnifies the Bank against all Claims incurred, sustained or payable by the Bank arising out of ten dollars this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. ($10.00b) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and The Secured Party agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), reimburse the Bank for any and all charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instruction originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due the Debtor fails to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption satisfy the Claim within 15 days after the Bank makes a demand on the Debtor under Section 6(a) or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claimsthe Bank is enjoined, ordersstayed or prohibited by operation of law from making the demand on the Debtor. (c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal legal fees and expenses incurred by the Bank in connection with any claim or defense by the Bank against the Secured Party relating to this Agreement or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor referred to in the foregoing clause (i) by charging the Deposit Account, rulings or judgments the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (collectively, "Claims"d) If the Secured Party fails to reimburse the Bank for any amount under Section 6(b), the Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank against all other Claims incurred, paid sustained or suffered payable by any Purchaser's Indemnified Party the Bank arising out of from the Bank following an Initial Instruction or in connection with: (A) Work on a Disposition Instruction originated by the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer ImprovementsSecured Party, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) from the Bank’s remittance of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure funds pursuant to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-partySection 9(b), except to the extent such Damages or Claims arise out of directly caused by the Bank’s gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)misconduct. b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00a) specifically paid by Purchaser The Servicer, at any time before the Outside Time, or Secured Party, at any time after the Outside Time (such party, at the respective time, referred to Seller on as the Effective Date, “Indemnifying Party”) indemnifies the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser Bank and its successorsofficers, assigns, owners, shareholders, partners, membersdirectors, employees, shareholders and agents against all Claims incurred, sustained or payable by the Bank and its officers, representativesdirectors, employees, shareholders and its present and future mortgagees agents arising out of this Agreement except to the extent directly caused by the Bank’s gross negligence or willful misconduct. (each, a “Purchaser's Indemnified Party”), b) The Secured Party agrees to reimburse the Bank for any and all charge against the Deposit Account under Section 5(b) for which there were insufficient funds in the Deposit Account to satisfy the charge. Such reimbursement will be limited to the aggregate amount transferred from the Deposit Account as a result of the Bank’s acting upon Disposition Instructions originated by the Secured Party or pursuant to Section 9(b). Any demand by the Bank for reimbursement must be made within the number of days after the termination of this Agreement set forth in the Specific Terms. The Bank may not make a Claim for reimbursement under this subsection unless (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due the Servicer fails to business interruptionsatisfy the Claim within 15 days after the Bank makes a demand on the Servicer under Section 6(a), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption if before the Initial Instruction is given or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claimsthe Bank is enjoined, orders, rulings stayed or judgments prohibited by operation of law from making the demand on the Servicer before the Initial Instruction is given. (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out c) The Secured Party’s reimbursement obligations under Section 6(b) will not apply to (i) a charge for reimbursement of or indemnification for any out-of-pocket or allocable internal or external legal fees and expenses incurred by the Bank in connection with: with any claim or defense by the Bank against the Secured Party relating to this Agreement (A) Work on the Sewer Improvements; (B) without limiting any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use rights of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure Bank to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with such amounts under any other provision of this Agreement) or (ii) the amount of any loss incurred by the Bank to the extent directly caused by the Bank’s gross negligence or willful misconduct. If the Bank satisfies any Claim against the Debtor or Servicer referred to in the foregoing clause (i) by charging the Deposit Account, with said indemnification the amount of the Secured Party’s maximum liability for reimbursement obligations under Section 6(b) will be reduced by the amount of the Claim so satisfied. (d) If the Secured Party fails to a Purchaser's Indemnified reimburse the Bank for any amount under Section 6(b), the Secured Party to includewill pay the Bank’s out-of-pocket or allocable internal and external legal fees and expenses in collecting from the Secured Party the amount payable. (e) The Secured Party indemnifies the Bank and its officers, but in no way be limited todirectors, Damages employees, shareholders and agents against all other Claims incurred, sustained or Claims resulting or payable by the Bank arising from personal injury, deaththe Bank following an Initial Instruction or a Disposition Instruction or Investment Direction originated by the Secured Party, or property damage occurring on or off from the Bank’s remittance of the Property, suffered by a Purchaser's Indemnified Party or any third-partyfunds pursuant to Section 9(b), except to the extent such Damages or Claims arise out of directly caused by the Bank’s gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)misconduct. b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For 12.1 Subject to the limitations hereinafter set forth, Seller agrees to defend, indemnify and hold harmless Buyer and its successors and assigns against and in consideration respect of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all loss or damage and related expenses (iincluding reasonable attorneys fees) liability, damage, expense, loss incurred by Buyer resulting from (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes a) any misrepresentation or breach of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered warranty by any Purchaser's Indemnified Party arising out Seller made as part of or contained in this Agreement or in any schedule, certificate or document executed or delivered in connection with: with this Agreement or the transaction contemplated hereby or thereby; or (A) Work on the Sewer Improvements; (Bb) any failure by Seller to secure perform or otherwise fulfill any agreement, covenant or obligation hereunder (the Approvals (provided"Indemnifiable Matters"). Buyer agrees to notify Seller promptly in writing of the occurrence or happening of any event or matter with respect to which Buyer has the right to indemnification hereunder. In the event Buyer or any of its affiliates is a party to any action, howeversuit or proceeding with respect to which Buyer intends to seek indemnification hereunder, that Purchaser has complied Seller shall have the right, exercisable by notifying Buyer within twenty days after receipt of such notice from Buyer to assume the entire control of the defense, compromise, or settlement thereof, all at Seller's expense, including employment of counsel, and in connection therewith Buyer shall cooperate fully to make available to Seller all pertinent information under its control. Buyer may, at its expense if it so elects, designate its own counsel to participate with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws counsel designated by Seller in the performance conduct of such defense. If the defense of any Work on the Sewer Improvements; (C) the Impact Fees such Indemnifiable Matter is tendered to Seller by notice as set forth above and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees'Buyer is entitled to indemnification pursuant hereto with respect to such matter, and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's Seller declines or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure otherwise fails to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to promptly pay or settle the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)same, or (ii) Purchaservigorously investigate and defend the same, Buyer may investigate and defend the same and Seller will reimburse Buyer for all judgments, settlement payments and reasonable expenses, including reasonable attorney's failure to comply with any provision of this Agreementfees incurred and paid by it in connection therewith, with said indemnification to a provided that no settlement will be entered into without Seller's Indemnified Party consent, which will not be unreasonably withheld. 12.2 Subject to includethe limitations hereinafter set forth, but Buyer agrees to defend, indemnify and hold harmless Seller and its successors and assigns against and in no way be limited torespect to any and all loss or damage and related expenses (including reasonable attorneys fees) incurred by Seller resulting directly or indirectly from (a) any misrepresentation or breach of warranty by Buyer made as a part of or contained in this Agreement or in any schedule, Damages certificate or Claims resulting document executed or arising delivered in connection with this Agreement or the transactions contemplated hereby or thereby; or (b) any failure by Buyer to perform or otherwise fulfill any agreement, covenant or obligation hereunder (the "Indemnifiable Matters"). Seller agrees to notify Buyer promptly in writing of the occurrence or happening of any event or manner with respect to which Seller has the right to seek indemnification hereunder, in the event Seller or any of its affiliates is a party to any action, suit or proceeding with respect to which Seller intends to seek indemnification hereunder, Buyer shall have the right, exercisable by notifying Seller within twenty days after receipt of such notice from personal injurySeller to assume the entire control of the defense, deathcompromise or settlement thereof, all at Buyer's expense, including employment of counsel, and in connection therewith Seller shall cooperate fully to make available to Buyer all pertinent information under its control. Seller may, at its expense, if it so pleases, designate its own counsel to participate with counsel designated by Buyer in the conduct of such defense. If the defense of any such Indemnifiable Matter is tendered to Buyer by notice as set forth above and Seller is entitled to indemnification pursuant hereto with respect to such matter, and Buyer declines or otherwise fails to (i) promptly pay or settle the same, or property damage occurring on (ii) vigorously investigate and defend the same, Seller may investigate and defend the same and Buyer will reimburse Seller for all judgments, settlement payments and reasonable expenses including reasonable attorneys fees, incurred and paid by it in connection therewith, provided that no settlement will be entered into without Buyer's consent, which will not be unreasonably withheld. 12.3 Notwithstanding the provisions of any other Section hereof, Buyer or off of the Property, suffered by a Seller's Indemnified Party or Seller shall not be entitled to indemnification under any third-party, Section hereof except to the extent that the total of all such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)indemnifications exceeds $110,000.

Indemnification and Reimbursement. a. For Pursuant to the terms of the Escrow Agreement and subject to the limitations on indemnification and reimbursement set forth in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective DateSection 9.4, the receiptPurchaser, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and againstMerger Sub, and agrees to reimbursetheir respective directors, all of Purchaser and its successorsofficers, assignsstockholders, owners, shareholders, partners, membersAffiliates, employees, officersrepresentatives and agents (collectively, representativesthe “Purchaser Indemnified Persons”) shall be indemnified, held harmless and its present be reimbursed, for any loss, liability, claim, damage, expense (including costs of investigation and future mortgagees defense and reasonable attorneys’ fees and expenses), whether or not involving a third-party claim (eachcollectively, a “Purchaser's Indemnified PartyDamages”), arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty made by the Company in this Agreement or any other certificate delivered by the Company at Closing pursuant to this Agreement (it being understood that such representations and warranties shall be interpreted without giving effect to limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth herein or therein); (b) any breach of any covenant or obligation of the Company or the Shareholder Representative in this Agreement; (c) any Taxes which are unpaid as of the Closing Date (and not otherwise accounted for in the calculation of the Closing Date Net Working Capital Calculation) and which are imposed on or otherwise payable by the Purchaser, the Company or any and all (i) liability, damage, expense, loss of the Subsidiaries of the Company with respect to any Pre-Effective Period (including, but without limitation, with respect to any Pre-Effective Period included in no way limited to, losses suffered due any Straddle Period pursuant to business interruptionSection 7.1), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever ; (including, but in no way limited to, costs suffered due to business interruption d) any liabilities or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party obligations arising out of or in connection with: (A) Work on relating to the Sewer Improvements; (B) any failure by Seller ESOP with respect to secure the Approvals (providedacts, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) omissions or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage events occurring on or off of the Propertyprior to Closing, suffered by a Purchaser's Indemnified Party or including any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party claims arising out of or in connection with the consummation of the transactions contemplated hereby; (ie) damage done any warranty or similar claims arising in connection with any products of the Company and its Subsidiaries manufactured or sold prior to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but Closing Date in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off an aggregate amount in excess of the Propertywarranty reserves reflected on the Closing Date Balance Sheet; and (f) any claims for brokerage commissions, suffered finders’ fees or similar compensation in connection with the transactions contemplated by a Seller's Indemnified Party this Agreement based on any arrangement or any third-party, except to the extent such Damages agreement made by or Claims arise out on behalf of the gross negligence Company or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Subsidiaries.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its own account or willful misconduct for the account of Seller (and its contractorsan Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective DateDepositor, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and againstSupporting TruPS Holders, and agrees Supporting Management Parties, jointly and severally, agree to reimburseindemnify, all of Purchaser defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done Escrow Agent’s performance of this Escrow Agreement, except to the Sewer Improvements extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of Purchaser such Indemnitee; (b) Escrow Agent’s following any instructions or directions from the Directing Parties received in accordance with this Escrow Agreement; and its contractors(c) a breach of any representation or warranty made by Depositor under this Escrow Agreement. Depositor, contractors' subcontractors, representatives, agents, employeesSupporting TruPS Holders, and Supporting Management Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its present and future mortgagees)own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or (ii) Purchaser's failure to comply with any provision removal of Escrow Agent or the termination of this Escrow Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on indemnify, defend, hold harmless, pay or reimburse the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyIndemnitee Losses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Indemnitee Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) the Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. In furtherance of the gross negligence foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Deposit for its own account or willful misconduct for the account of Seller (an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under Section 6 or 7. As among the Parties, the indemnification payment and its contractorsreimbursement obligations set forth in this Section 7 shall be the sole responsibility of Seller. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of the Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For Parent and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective DateBorrower agree to, the receiptjointly and severally, adequacy indemnify and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves hold harmless from and against, and agrees to reimburse, all of Purchaser Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officers, representatives, or reasonable and its present other out-of-pocket costs or expenses (including reasonable and future mortgagees documented out-of-pocket attorneys’ fees) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller competent jurisdiction to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements have been caused by the gross negligence or willful misconduct of Purchaser (such Indemnitee, as determined by a final order of a court of competent jurisdiction; and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Borrower received in accordance with this Agreement. b. The Initial Lenders, on a several basis based on their pro rata share of the Agreed Commitment Amount, agree to comply indemnify and hold harmless Indemnitees from and against (i) any and all Losses resulting directly or indirectly from Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Initial Lenders received in accordance with any provision Section 3(b) of this Agreement and (ii) to the extent the Borrower and Parent do not promptly reimburse or indemnify the Indemnitees contemplated in clause (a) above, all Losses contemplated under clause (a) above. c. The obligations set forth in this Section 8 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerstaxes (other than taxes on income earned by an Indemnitee in connection herewith), representatives, and its present and future mortgagees costs or expenses (each, a including attorney’s fees) (collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller competent jurisdiction to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Purchaser such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement; provided, that as between the Parties, all amounts for which they are jointly and its contractors, contractors' subcontractors, representatives, agents, employeesseverally liable pursuant to the foregoing sentenece are intended to be split equally between the two of them, and its present in the event that either Party in the first instance pays more than fifty percent of any such joint and future mortgagees)several obligation, such Party shall have a right of contribution from the other Party for such amount as will result in an equal split of such joint and several obligation. The Parties hereby grant Escrow Agent a right of set-off against the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or (ii) Purchaser's failure to comply with any provision an Indemnitee. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For (a) Seller and in consideration of ten dollars ($10.00) specifically paid by Xxxxx, jointly and severally, shall indemnify, defend and hold harmless Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees shall reimburse Purchaser for, any Damages (as hereinafter defined) which may be sustained, suffered or incurred by Purchaser, whether as a result of third-party claims or otherwise, and which arise from or in connection with or are attributable to reimburse(i) the breach of any of representations, warranties or covenants of Seller contained in this Agreement, (ii) the ownership and operation of the Acquired Assets before the Transfer Date, (iii) any Excluded Liability, (iv) Taxes for which Purchaser or any Affiliate of Purchaser may become liable with respect to income earned but not received by Purchaser or any Affiliate of Purchaser with respect to the Factored Receivables or (v) all Receivables as set forth in the Receivables Transfer Report, net of reserves and allowances as set forth in the Interim Balance Sheet, are not collected within 45 days after their due date or within 45 days after the Closing Date, whichever is later. This indemnity shall survive the Closing for a period of eighteen months after the Closing Date except that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.15, it shall survive without limitation as to time and that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.19 or pursuant to the preceding clause (iv), it shall survive until three months after the expiration of the statute of limitations with respect to each Tax at issue. Any claim for indemnity asserted within the relevant period shall survive until resolved. The indemnity provided in this Section 7.1(a) shall be the sole and exclusive remedy of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, Parent against Seller and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws Xxxxx except in the performance case of fraud. It being understood that any Work on adjustments to the Sewer Improvements; (CPurchase Price pursuant to Section 2.3(c) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way shall not be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgageesthis Section 7.1(a). b. For (b) Purchaser and in consideration of ten dollars ($10.00) specifically paid by Parent, jointly and severally, shall indemnify, defend and hold harmless Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburseshall reimburse Seller for, all any Damages which may be sustained, suffered or incurred by Seller, whether as a result of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representativesthird-party claims or otherwise, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of which arise from or in connection with or are attributable to (i) damage done to the Sewer Improvements by breach of any of the gross negligence or willful misconduct representations, warranties and covenants of Purchaser (and its contractorscontained in this Agreement, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure the ownership and operation of the Acquired Assets on and after the Transfer Date or (iii) any Assumed Liability. This indemnity shall survive the Closing for a period of eighteen months after the Closing Date. Any claim for indemnity asserted within the relevant period shall survive until resolved. The indemnity provided in this Section 7.1(b) shall be the sole and exclusive remedy of Seller and Xxxxx and against Purchaser and Parent except in the case of fraud. (c) As used herein, the term "Damages" means the dollar amount of any loss, damage, expense or liability, including, without limitation, reasonable attorneys' fees and disbursements incurred by an Indemnified Party in any action or proceeding between the indemnified party and the indemnifying party or between the Indemnified Party and a third party, which is determined to comply have been sustained, suffered or incurred by a party and to have arisen from or in connection with any provision an event or state of facts which is subject to indemnification under this Agreement. The amount of Damages shall be the amount finally determined by a court of competent jurisdiction (after the exhausting of all appeals) or the amount agreed to upon settlement in accordance with the terms of this Agreement, with said indemnification to if a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deaththird-party claim, or property damage occurring on or off by the parties, if a direct claim of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)one party against another.

Indemnification and Reimbursement. a. For (i) Seller and in consideration of ten dollars ($10.00) specifically paid by Xxxxxxx, jointly and severally, shall indemnify, defend and hold harmless Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburseshall reimburse Purchaser for, all any Damages (as hereinafter defined) which may be sustained, suffered or incurred by Purchaser, whether as a result of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representativesthird-party claims or otherwise, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all which arise from or in connection with or are attributable to (i) liabilitythe breach of any of representations, damagewarranties or covenants of Seller contained in this Agreement, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals ownership and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade Acquired Assets before the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deathClosing Date, or property damage occurring on (iii) any Excluded Liability. This indemnity shall survive the Closing for a period of four years after the Closing Date except that with respect to claims arising as a result of a breach or off alleged breach of the Propertyrepresentations and warranties in Sections 3.7 and 3.8, suffered by they shall survive without limitation as to time and that with respect to claims arising as a Purchaser's Indemnified Party result of a breach or alleged breach of the representations and warranties in Section 3.9 it shall survive until three months after the expiration of the statute of limitations with respect to each Tax at issue. Any claim for indemnity asserted within the relevant period shall survive until resolved. (ii) Notwithstanding the foregoing, the Seller shall not be liable under this Section 7.1(a) unless the aggregate amount of Damages with respect to all matters, other than the representations of Section 2.1(a)(i), 2.1(a)(v) and 3.8, (determined without regard to any third-partymateriality qualification contained in any representation, except warranty or covenant giving rise to the extent such claim for indemnity hereunder) exceeds $50,000, in which case Purchaser may claim all Damages or Claims arise out subject to indemnification hereunder provided that the maximum amount of all damages claimed in the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)aggregate does not exceed the Class D Preferred Stock cash value. b. For (b) Purchaser shall indemnify, defend and in consideration of ten dollars ($10.00) specifically paid by hold harmless Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburseshall reimburse Seller for, all any Damages which may be sustained, suffered or incurred by Seller, whether as a result of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representativesthird-party claims or otherwise, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of which arise from or in connection with or are attributable to (i) damage done to the Sewer Improvements by breach of any of the gross negligence or willful misconduct representations, warranties and covenants of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)contained in this Agreement, or (ii) Purchaser's failure any Assumed Liability. This indemnity shall survive the Closing for a period of four years after the Closing Date. Any claim for indemnity asserted within the relevant period shall survive until resolved. (c) As used herein, the term "Damages" means the dollar amount of any loss, damage, expense or liability, including, without limitation, reasonable attorneys' fees and disbursements incurred by an Indemnified Party in any action or proceeding between the indemnified party and the indemnifying party or between the Indemnified Party and a third party, which is determined to comply have been sustained, suffered or incurred by a party and to have arisen from or in connection with any provision an event or state of facts which is subject to indemnification under this Agreement. The amount of Damages shall be the amount finally determined by a court of competent jurisdiction (after the exhausting of all appeals) or the amount agreed to upon settlement in accordance with the terms of this Agreement, with said indemnification to if a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deaththird-party claim, or property damage occurring on or off by the parties, if a direct claim of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)one party against another.

Indemnification and Reimbursement. a. For (a) Seller shall indemnify and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on hold harmless the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless WinStar Parties from and against, and agrees to reimburseshall reimburse the WinStar Parties for, all any Damages (as hereinafter defined) which may be sustained, suffered or incurred by any of Purchaser and its successorsthe WinStar Parties, assigns, owners, shareholders, partners, members, employees, officers, representativeswhether as a result of third-party claims or otherwise, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all which arise from or in connection with or are attributable to (i) liabilitythe breach of any of representations, damage, expense, loss (including, but warranties or covenants of Seller contained in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); this Agreement and (ii) claims, orders, rulings the ownership of the Shares on or judgments (collectively, "Claims"before the Closing Date. This indemnity shall survive the Closing for a period of one year after the Closing Date except that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3(c) and the covenants contained in Sections 5(f) and 5(g), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on it shall survive without limitation as to time. Any claim for indemnity asserted within the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)relevant period shall survive until resolved. b. For (b) The WinStar Parties, jointly and in consideration of ten dollars ($10.00) specifically paid by severally, shall indemnify and hold harmless Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburseshall reimburse Seller for, all any Damages which may be sustained, suffered or incurred by Seller, whether as a result of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representativesthird-party claims or otherwise, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of which arise from or in connection with or are attributable to (i) damage done to the Sewer Improvements by breach of any of the gross negligence or willful misconduct representations, warranties and covenants of Purchaser (and its contractorsthe WinStar Parties contained in this Agreement, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure the ownership of the Shares after the Closing Date, and (iii) any of the following occurring within the eighteen month period after the Closing Date: (A) the acquisition by WinStar (separately or with one or more of its affiliates (as defined under Regulation D promulgated under the 1933 Act)) of any voting securities of ARTT or options, warrants or securities convertible into or exercisable or exchangeable for voting securities of ARTT (other than the Shares and the shares to comply be acquired by WinLLC1 pursuant to the Reorganization Agreement), (B) the making or participation in any manner by WinStar in any "solicitation" or "proxies" (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) to vote securities or ARTT or the seeking by WinStar to advise or influence any person or entity with respect to the voting of any provision voting securities of ARTT, (C) WinStar otherwise seeking representation on the Board of Directors ("Board") of ARTT or to control or influence the management, Board or policies of ARTT, (D) an executive officer or director of WinStar disclosing to any third party any intention, plan or arrangement to effectuate any of the foregoing or (E) WinStar advising, assisting or encouraging any other person in connection with the foregoing, other than Damages sustained, suffered or incurred by Seller as a result of (x) in the case of the foregoing clause (A), a claim (other than by a WinStar Party or a stockholder of WinStar) that the consideration paid by the WinStar Parties for the Shares is excessive in relation to the consideration paid for such other shares and (y) in the case of any of the foregoing clauses (A) through (E), a breach or alleged breach by Seller (or any affiliate thereof) of any obligation to ARTT arising from activities or agreements of Seller (or any affiliate thereof) prior to the Closing Date. This indemnity shall survive the Closing for a period of one year after the Closing Date except that, with respect to claims arising (A) as a result of a breach or alleged breach of the representations and warranties in Sections 1(c), 4(f), 4(h) and 5(e), it shall survive without limitation as to time, and (B) under clause (iii) above, it shall survive for a period of 20 months after the Closing Date. Any claim for indemnity asserted within the relevant period shall survive until resolved. (c) As security for the payment of amounts which may be due to the WinStar Parties pursuant to the obligations of Seller in Section 7(a), on the Closing Date Seller shall deliver to Xxxx & Hessen LLP, as escrow agent, 24,140 of the WinStar Shares, to be held and disposed of by such escrow agent pursuant to the terms of the Escrow Agreement, substantially in the form of Exhibit I annexed hereto, to be entered into by Seller, the WinStar Parties and such escrow agent on the Closing Date. (d) As used herein, the term "Damages" means the dollar amount of any loss, damage, expense or liability, including, without limitation, reasonable attorneys' fees and disbursements incurred by an indemnified party in any action or proceeding between the indemnified party and the indemnifying party or between the indemnified party and a third party, which is determined to have been sustained, suffered or incurred by a party and to have in arisen from or in connection with an event or state of facts which is subject to indemnification under this Agreement. The amount of Damages shall be the amount finally determined by a court of competent jurisdiction (after the exhausting of all appeals) or the amount agreed to upon settlement in accordance with the terms of this Agreement, with said indemnification to if a Seller's Indemnified Party to third-party claim, or by the parties, if a direct claim of one party against another. Notwithstanding the foregoing, "Damages" shall include, but with respect to any claim for indemnification arising under Section 7(b)(iii), only such loss, damage, expense and liability as, in no way be limited tothe aggregate, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off exceeds the amount of the Property, suffered by a Seller's Indemnified Party or any third-party, except payment made pursuant to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgageesSection 1(c).

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any PurchaserAgent's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser (and its contractorsthe foregoing, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and each Bank agrees to reimburse, all reimburse the Agent promptly upon demand for its ratable share of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees any out-of-pocket expenses (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered including reasonable counsel fees) incurred by any Seller's Indemnified Party arising out of or the Agent in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractorspreparation, contractors' subcontractorsexecution, representatives, agents, employees, and its present and future mortgagees)administration, or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deathenforcement of, or property damage occurring on legal advice in respect of rights or off of responsibilities under, this Credit Agreement and the Property, suffered by a Seller's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifiespay, saves harmless from and against, and agrees to reimburse, all of Purchaser or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and its present and future mortgagees shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all arising directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or willful misconduct for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser (agree that irrespective of any joint and its contractorsseveral liability that either may have to Escrow Agent under this Agreement, contractors' subcontractorsas between them, representativesSeller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, agentsif either Seller or Purchaser incur(s) greater than 50% of any such Losses, employeesSeller or Purchaser, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller as applicable, will promptly make payment to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all other such that each of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and Purchaser has borne 50% of all Damages and Claims incurred, amounts which are paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of Escrow Agent under this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Section 7.

Indemnification and Reimbursement. a. For The Parties shall jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Dateseverally indemnify, the receipt, adequacy defend and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves hold harmless Escrow Agent from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilitylosses, damagedamages, expense, loss liabilities and reasonable and documented out-of-pocket costs or expenses (including, but in no way limited towithout limitation, losses suffered due to business interruption), lost profits, causes the reasonable and documented out-of-pocket fees and reasonable and documented out-of-pocket expenses of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcelone outside counsel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified PartyLosses”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the fraud, gross negligence, or Claims arise out willful misconduct, of the gross negligence Escrow Agent and (b) Escrow Agent’s following any instructions or willful misconduct other directions from the Parties (including, for the avoidance of Seller doubt, any instructions or other directions set forth in a Joint Direction or Release Order) received in accordance with this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set off or a contractual security interest under the Agreement; provided, however, that nothing herein shall be construed as a waiver of any statutory or common law rights to which the Escrow Agent may otherwise be entitled with respect thereto. Notwithstanding anything to the contrary herein, each of Parent and the Representative hereby agree between themselves that any obligation for indemnification under this Section 8 shall be borne by Parent or the Representative, as determined by a court of competent jurisdiction to be responsible for causing the Losses, fees or expenses against which Escrow Agent is entitled to indemnification or payment or, if no such determination is made, then to each pay fifty percent (and its contractors50%) of any such indemnification claims or payments. The provisions set forth in this Section 8 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For Neither Agent shall be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to such Agent's satisfaction by the Banks against loss, cost, liability and in consideration expense. If any indemnity furnished to either of ten dollars ($10.00) specifically paid by Purchaser the Agents shall become impaired, such Agent may call for additional indemnity and cease to Seller on do the Effective Dateacts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify each of the Agents (to the extent not reimbursed by Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against either of the Agents in any way relating to or arising out of this Credit Agreement or any action taken or omitted by such Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited to---------- -------- Bank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorneycosts, expenses or disbursements resulting from such Agent's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 8.05, TO ------------ INDEMNIFY THE AGENTS RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM SUCH AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser (and its contractorsthe foregoing, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and each Bank agrees to reimburse, all reimburse each of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees the Agents promptly upon demand for such Agent's ratable share of any out-of-pocket expenses (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered including reasonable counsel fees) incurred by any Seller's Indemnified Party arising out of or such Agent in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractorspreparation, contractors' subcontractorsexecution, representatives, agents, employees, and its present and future mortgagees)administration, or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deathenforcement of, or property damage occurring on legal advice in respect of rights or off of responsibilities under, this Credit Agreement and the Property, suffered by a Seller's Indemnified Party or any third-party, except other Loan Documents to the extent that such Damages Agent is not reimbursed for such expenses by Borrower. The provisions of this Section ------- 8.05 shall survive the termination of Credit Agreement and/or the payment or Claims arise out ---- assignment of any of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations.

Indemnification and Reimbursement. a. For The Stockholders’ Agent (solely on behalf of the Stockholders and in consideration of ten dollars ($10.00its capacity as the Stockholders’ Agent, not in its individual capacity) specifically paid by Purchaser and Acquiror agree jointly and severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Seller such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. Subject to providing the Parties a written notice 30 calendar days prior to withdrawing any funds from the Escrow Property, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Property for its contractorsown account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 8 or this Section 9. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staff and all expenses of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out fraud of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Amount for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but will not be obligated, to charge against and withdraw from the Escrow Amount for its own account or willful misconduct for the account of Purchaser (and its contractorsan Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Sections 6 or 7. The obligations set forth in this Section 7 will survive the resignation, contractors' subcontractorsreplacement or removal of Escrow Agent or the termination of this Agreement. As between the Parties, representatives, agents, employeesthe Company on one hand, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Dateother, the receipt, adequacy agree that irrespective of any joint and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees several liability that either may have to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of Escrow Agent under this Agreement, with said as between them, the Company on one hand, and Purchaser on the other, will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification to a Seller's Indemnified Party to includeunder this Section 7. As between the Parties, but in no way be limited to, Damages or Claims resulting or arising from personal injury, deathif either the Company on one hand, or property damage occurring Purchaser on the other, incurs greater than 50% of any such Losses, Purchaser or off the Company, as applicable, will promptly make payment to the other such that each of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employeesCompany on one hand, and its present and future mortgagees).Purchaser on the other, has borne 50% of all amounts which are paid to Escrow Agent under this Section 7. ​

Indemnification and Reimbursement. a. For The Agent shall not be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit ---------- Agreement); provided, that no way limited toBank shall be liable for any portion -------- of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectivelyAgent's gross negligence or willful misconduct. Each Bank agrees, ("Damages"); however, that it expressly intends, under this Section 8.05, to indemnify the Agent ratably as ------------ aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws preparation, execution, administration, or enforcement of, or legal advice in the performance respect of any Work on the Sewer Improvements; (C) the Impact Fees rights or responsibilities under, this Credit Agreement and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by Borrower. The provisions of this Section 8.05 shall survive the termination ------------ of Credit Agreement and/or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations. b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in The Sellers Representative will incur no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or liability in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or services pursuant to comply with the Approvals this Agreement and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, related agreements except to the extent such Damages or Claims arise out of the resulting from its gross negligence or willful misconduct misconduct. The Sellers Representative shall not be liable for any action or omission pursuant to the reasonable advice of Purchaser (outside counsel unless the Sellers Representative acted with gross negligence or willful misconduct. The Advisory Committee will incur no liability in connection with its services pursuant to this Agreement and any related agreements, solely in its contractorscapacity as an advisory committee member and not in its individual capacity as a Seller in which it will still have liability consistent with the language herein. The Sellers, contractors' subcontractorsacting through the Advisory Committee, representativesshall indemnify the Sellers Representative against any reasonable, agents, employeesdocumented, and its present out-of-pocket losses, liabilities and future mortgagees). b. For and in consideration of ten dollars expenses ($10.00“Representative Losses”) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred, within thirty (i30) damage done days after receipt of a detailed invoice (such detail to be reasonably acceptable to the Sewer Improvements Advisory Committee, with such agreement not to be unreasonably withheld), not to be submitted more frequently than once per month)) for such Representative Xxxxxx; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of Purchaser (and its contractorsthe Sellers Representative, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision the Sellers Representative will reimburse the Sellers the amount of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except such indemnified Representative Loss to the extent attributable to such Damages or Claims arise out of the gross negligence or willful misconduct of Seller misconduct. Representative Losses may be recovered by the Sellers Representative from (and its contractors, contractors' subcontractors, representatives, agents, employeesi) the funds in the Expense Fund, and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Sellers Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred. Notwithstanding the following, Sellers Representative will recover losses from the Expense Fund prior to other sources of recovery, unless reimbursement from the Expense Fund is not timely made to the Sellers Representative for any reason, in which the Sellers Representative is permitted to recover from any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers. In no event will the Sellers Representative be required to advance its present and future mortgagees)own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers Representative or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectivelyAgent's gross negligence or willful misconduct. Each Bank agrees, ("Damages"); however, that it expressly intends, under this Section 9.5, to indemnify the Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws preparation, execution, administration, or enforcement of, or legal advice in the performance respect of any Work on the Sewer Improvements; (C) the Impact Fees rights or responsibilities under, this Credit Agreement and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and?or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations. b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise bad faith of such Indemnitee; and (ii) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. Community Choice Aggregator agrees to indemnify, defend, hold harmless, pay and/or reimburse SCE and its affiliates and their respective successors, assigns, directors, agents and/or employees (collectively, the “SCE Indemnitees”) from and against any and Losses arising out of or in connection with (i) SCE’s satisfaction of its obligation to any Indemnitee under Section 9(a) of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Seller such SCE Indemnitee, and/or (ii) Escrow Agent validly exercising its rights under Section 9(c) of this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or this Section 9. The obligations set forth in this Section 9 shall terminate in accordance with or as determined by the State of California Statute of Limitations.

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and Seller covenant and agree, jointly and severally, to indemnify, defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims bad faith of such Indemnitee; (b) Escrow Agent’s following, accepting or acting upon any instructions or directions from any Party received in accordance with this Agreement; and (c) a breach of any representation or warranty made by any Party under this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set-off or contractual security interest under this Agreement; provided, however, that nothing herein shall be construed as a waiver of any statutory or common law rights to which the Escrow Agent may otherwise be entitled with respect thereto. Each Party agrees that it will reimburse the other Party for any payments or reimbursements to the Escrow Agent or its affiliates made pursuant to this Section 7 (“Indemnification Payments”) and any reasonable and documented fees and expenses incurred by either Party related thereto, such that Purchaser and Seller each bear 50% of the total cost of any Indemnification Payments and such fees and expenses; provided, that any Indemnification Payments or fees and expenses related thereto that arise out of or result from a breach of this Agreement or the gross negligence Purchase Agreement the breaching Party shall reimburse the other Party for 100% of the total cost of any Indemnification Payments and such fees and expenses. The obligations set forth in this Section 7 shall survive the resignation, replacement or willful misconduct removal of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officers, representatives, costs or expenses (including reasonable and its present and future mortgagees documented fees of outside counsel) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liabilityEscrow Agent’s performance of this Agreement, damageexcept to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, expensewillful misconduct, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes or bad faith of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages")such Indemnitee; and (iib) claimsEscrow Agent’s following, ordersaccepting or acting upon any instructions or directions, rulings whether joint or judgments (collectivelysingular, "Claims"), incurred, paid from the Parties received in accordance with this Agreement. It is understood that Escrow Agent does not have a contractual right of set-off or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvementscontractual security interest under this Agreement; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance nothing herein shall be construed as a waiver of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's statutory or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use common law rights to which Escrow Agent may otherwise be entitled with respect thereto. Escrow Agent shall notify each Party in writing of the Easement, the Sewer Improvementsany receipt by an Indemnitee of a claim against such Indemnitee, or Purchaser Parcel; () operationany action commenced against such Indemnitee as soon as practicable after such Indemnitee’s receipt of written notice of such claim. However, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) Escrow Agent’s failure to properly maintain, repair and, as necessary, replace or upgrade so notify the Sewer Improvements; and (G) Seller's failure Parties shall not operate in any manner whatsoever to comply with relieve the Parties from any provision liability that they may have otherwise on account of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-partySection 7, except to the extent such Damages or Claims arise out of that the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid Parties are materially prejudiced by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's Escrow Agent’s failure to comply with any provision give such notice. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, {O1117744;9} Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through an order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or willful misconduct for the account of Seller an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or this Section 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. As between the Parties, the Losses under this Section 7 shall be paid by the non-prevailing Party in any action giving rise to those Losses, or shall be allocated between the Parties according to relative fault, all as determined by a neutral third party decision-maker selected by mutual agreement of the Parties, or as selected by the Escrow Agent (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)in Escrow Agent’s sole discretion) if the Parties cannot agree.

Indemnification and Reimbursement. a. For (a) The Sponsor shall indemnify and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves hold harmless each Indemnified Person from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityloss, damage, expenseliability, loss tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence (includingor, but in no way limited tothe case of the Property Trustee, losses suffered due negligence) or willful misconduct with respect to business interruption)such acts or omissions. (b) Expenses (including legal fees and expenses) incurred by an Indemnified Person in defending any claim, lost profitsdemand, causes of action, suitssuit or proceeding (whether such claim, attorney's feesdemand, paralegal feesaction, legal feessuit or proceeding arises between the parties hereto or results from suits involving third parties) shall, court costs and other costs whatsoever (includingfrom time to time, but in no way limited tobe advanced by the Sponsor prior to the final disposition of such claim, costs suffered due to business interruption demand, action, suit or being temporarily proceeding upon receipt by the Sponsor of an undertaking by or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use behalf of the EasementIndemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 10.4(a). The indemnification set forth in this Section 10.4 shall survive the termination of this Declaration. (c) The Sponsor shall reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply Trustees in accordance with any provision of this AgreementDeclaration (including the reasonable compensation and the expenses and disbursements of its agents and counsel). The Property Trustee shall have a lien prior to the Securities as to all property and funds held by its hereunder for any amount owing it or any predecessor Property Trustee pursuant to this Section 10.4, except with said indemnification respect to a Purchaser's Indemnified Party to include, but funds held in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off trust for the benefit of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out Holders of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision particular Securities. The provisions of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off Section shall survive the termination of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)this Declaration.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, reasonable costs or expenses (including, without limitation, the reasonable fees and its present expenses of outside counsel and future mortgagees experts and their staffs and the actual expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees). b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (ia) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its own account or willful misconduct for the account of Seller (and its contractorsan Indemnitee any amounts determined by a court of competent jurisdiction through a final order to be due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For Subject to delivery of prior written notice to KBW as described below, KBW hereby agrees to indemnify, save and in consideration hold harmless each of ten dollars State National, Sandler and the Non-Representative Underwriters, and their respective officers, directors, shareholders and representatives and their respective heirs, successors and assigns ($10.00) specifically paid by Purchaser to Seller on the Effective Dateeach an "Indemnified Party" and collectively, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless "Indemnified Parties") from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees : (each, a “Purchaser's Indemnified Party”), for a) any and all (i) loss, liability, damageclaim, expensedamage and expense whatsoever, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), as incurred, paid or suffered by any Purchaser's Indemnified Party arising out of the content or distribution of the Unauthorized E-Mail, including without limitation any untrue statement or alleged untrue statement of a material fact contained in connection with: the Registration Statement, any preliminary prospectus, or the final prospectus (Aor any amendments or supplements thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Registration Statement, any preliminary prospectus or the final prospectus (or any amendment or supplement thereto) Work on in each case, solely to the Sewer Improvements; extent that loss, liability, claim, damage and expense pertains to the Unauthorized E-Mail; (Bb) any failure and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by Seller any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon the content or distribution of the Unauthorized E-Mail; provided that (subject to secure Section 3 below) any such settlement is effected with the Approvals written consent of KBW; and (c) any and all reasonable expense whatsoever (including the reasonable fees and disbursements of counsel chosen by the Indemnified Parties), as incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon the content or distribution of the Unauthorized E-Mail, to the extent that any such expense is not paid under (a) or (b); provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) if any of Sandler or to comply with the Approvals and all Applicable Laws Non-Representative Underwriters sells Common Stock in the performance Offering to any of any Work on the Sewer Improvements; (C19 institutional investor firms that received the Unauthorized E-Mail, then that particular party shall then indemnify, save and hold harmless each of the other parties to this Agreement with regard to such sales as per Section 1(a)-(c) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees'above, and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure KBW shall not be responsible for indemnification as it relates to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)those sales. b. For and in consideration of ten dollars ($10.00) specifically paid by Seller to Purchaser on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Purchaser hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Seller's Indemnified Party”), for any and all Damages and Claims incurred, paid or suffered by any Seller's Indemnified Party arising out of or in connection with (i) damage done to the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Seller's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Seller (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and The Company agrees to reimburse, all of Purchaser indemnify and hold harmless the Lender and its successorsofficers, assigns, owners, shareholders, partners, membersdirectors, employees, officers, representativesand agents, and its present each Lender Control Person from and future mortgagees against any losses, claims, damages, liabilities or expenses incurred (eachcollectively, a “Purchaser's Indemnified PartyDamages”), for joint or several, and any action in respect thereof to which the Lender, its partners, Affiliates, officers, directors, employees, and all (i) liabilityduly authorized agents, damage, expense, loss (including, but in no way limited and any such Lender Control Person becomes subject to, losses suffered due to business interruption)resulting from, lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any material covenant or agreement on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws part of Company contained in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, as such Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-partyare incurred, except to the extent such Damages result from Lender’s failure to perform any covenant or Claims arise out of agreement contained in this Agreement or the Lender’s or its officer’s, director’s, employee’s, agent’s or Lender Control Person’s gross negligence negligence, recklessness or willful misconduct of Purchaser (and bad faith in performing its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)obligations under this Agreement. b. For All claims for indemnification by any Indemnified Party (as defined below) under this Section shall be asserted and resolved as follows: (i) In the event any claim or demand in consideration respect of ten dollars which any Person claiming indemnification under any provision of this Section ($10.00an “Indemnified Party”) specifically paid might seek indemnity under paragraph (a) of this Section is asserted against or sought to be collected from such Indemnified Party by Seller to Purchaser on the Effective Datea Person other than a party hereto or an Affiliate thereof (a “Third Party Claim”), the receiptIndemnified Party shall deliver a written notification, adequacy and sufficiency enclosing a copy of which is hereby acknowledgedall papers served, Purchaser hereby indemnifies, saves harmless from and againstif any, and agrees to reimburse, all specifying the nature of Seller and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, basis for such Third Party Claim and its present and future mortgagees for the Indemnified Party’s claim for indemnification that is being asserted under any provision of this Section against any Person (each, a the “Seller's Indemnified Indemnifying Party”), for any and all Damages and Claims incurredtogether with the amount or, paid or suffered by any Seller's if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party arising out of or in connection fails to provide the Claim Notice with (i) damage done to reasonable promptness after the Sewer Improvements by the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees), or (ii) Purchaser's failure to comply with any provision of this Agreement, with said indemnification to a Seller's Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of indemnify the Property, suffered by a Seller's Indemnified Party or any third-party, except with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such Damages or Claims arise out failure of the gross negligence Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or willful misconduct an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of Seller (its liability to the Indemnified Party under this Section and whether the Indemnifying Party desires, at its contractorssole cost and expense, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)to defend the Indemnified Party against such Third Party Claim. The following provisions shall also apply.