Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, Owner agrees to indemnify the Managerindemnify, any controlling person of the Managerdefend, protect, save and each of their respective directorshold harmless Manager and its stockholders, officers, directors, employees, agentsmanagers, Affiliates successors and representatives assigns (eachcollectively, an the “Indemnified PartyParties”) and hold each of them harmless against from any and all losses, (including lost profits) claims, damagescauses of action, expenses or liabilitiesdemands, joint or several suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “LiabilitiesLosses”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with or in any way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the investigation ofProperty, preparation forand from liability for damage to each Property and injuries to or death of any person whomsoever, defense ofand damage to Property and (iii) the misconduct, negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner, or providing evidence in the failure of Owner to correct any actionpresent or future violation or alleged violation of any and all present or future laws, claimordinances, suit, proceeding or investigation, directly or indirectly, arising out ofstatutes, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages regulations of any nature. In the event that an Indemnified Party is requested public authority or required official thereof, having or claiming to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendanthave jurisdiction thereover, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which it has actual notice; provided, however, that the indemnification could be sought hereunder (whether or and exculpation shall not the Manager or extend to any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities Losses arising out of such claim actionthe misconduct, suitnegligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager, proceeding its agents, servants, or investigation and (b) the parties agree employees; provided, further, that the terms indemnification and exculpation shall be limited to the extent that Manager recovers insurance proceeds with respect to that matter. Manager shall not be liable for any error of such settlement shall remain confidentialjudgment or for any mistake of fact or law, or for any thing that it may do or refrain from doing, except in cases of misconduct, negligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction).

Indemnification of Manager. (a) The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of Manager and the Manager’s managers, and each of their respective directorsmembers, officers, employeesdirectors, agentspartners, agents and Affiliates and representatives (each, an “Indemnified PartyIndemnitee”) to the fullest extent permitted by law and to defend, save and hold each of them harmless against any from and in respect of all fees, costs, losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company damages and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expensesfees) as they are incurred in connection with the investigation ofor resulting from any claim, preparation fordemands, defense ofobligations, or providing evidence in any damages, actions, causes of action, claimsuits, suitlosses, proceeding or investigationjudgments, directly or indirectlyfines, arising out ofpenalties, or relating toliabilities, this Agreement or the Manager’s services hereunder, whether or not pending or threatened costs and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability expenses (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants’ fees and disbursements costs incurred as a result of such claims or in enforcing this indemnity provision) of every kind and nature whatsoever (individually, a “Claim”, collectively, “Claims”) arising out of or in any way relating to the Company or the Property, including under the Mortgage Loan and Mortgage Loan Documents and related guaranties and indemnities, including amounts paid in settlement or compromise of any such Claims, unless caused by the Bad Act of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that any Person acted in a fashion constituting a Bad Act. In addition to the indemnification conferred in this Section 4.7, the Indemnitee shall also be entitled to have paid directly by the Company the expenses reasonably incurred in defending any such proceeding against such Indemnitee in advance of its legal counselfinal disposition, to the fullest extent authorized by applicable law, as the same exists or may hereafter be amended; provided that if the Claims involved in such proceeding are determined to be the result of one or more Bad Acts by the Manager, the Manager shall, upon demand by any Member, promptly reimburse the Company for all such paid expenses. (b) The Company may, by action of the Manager, provide indemnification to such of the employees and agents of the Company to such extent and to such effect as the Manager shall determine to be appropriate and authorized under the Act, as the same exists or may hereafter be amended. The Company rights and the Managed Subsidiaries agree thatauthority conferred in this Section 4.7 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, without the Manager’s prior written consentthis Agreement, they will not settle, compromise vote or consent to of Members or otherwise. Any repeal or amendment of this Section 4.7 by the entry Members shall not adversely affect any right or protection of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out Indemnitee existing at the time of such repeal or amendment. (c) The Manager may cause the Company to purchase and maintain such insurance covering the Company, the Members, the Manager, and their respective directors, officers and employees, in such amounts as it reasonably deems appropriate. (d) Notwithstanding the foregoing provisions, any indemnification set forth herein shall be fully subordinate to the right of Preferred Member to the Preferred Return and Unreturned Preferred Capital and, to the fullest extent permitted by law, shall not constitute a claim action, suit, proceeding or investigation and (b) against the parties agree Company in the event that the terms Company's cash flow is insufficient to pay the Preferred Return or any of such settlement shall remain confidentialits other obligations.

Indemnification of Manager. (a) The Company Company, to the fullest extent permitted by law, shall indemnify and each Managed Subsidiary, jointly and severally, agrees to indemnify hold harmless the Manager, any controlling person its Affiliates, and all officers, directors, trustees, partners, members, principals, shareholders, employees, and agents of the Manager, and each of their respective directors, officers, employees, agents, its Affiliates and representatives (eachindividually, an “Indemnified Party”"Indemnitee") from and hold each of them harmless against any and all losses, (including lost profits) claims, demands, costs, damages, expenses or liabilities, joint or several expenses of any nature (collectively, “Liabilities”including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, or proceedings in which an Indemnitee may be involved, or threatened to which the Indemnified Parties may become liablebe involved, directly as a party or indirectlyotherwise, arising out ofof or incidental to the business of the Company, including liabilities under the federal and state securities laws, regardless of whether an Indemnitee continues to be a Manager, Affiliate, or relating an officer, director, trustee, partner, member, principal, shareholder, employee, or agent of a Manager or an Affiliate at the time any such liability or expense is paid or incurred, if (1) the Indemnitee acted in good faith and in a manner he, she or it reasonably believed to be in, or not opposed to, this Agreementthe interests of the Company, unless it is finally judicially determined that and, with respect to any criminal proceeding, had no reason to believe its, his, or her conduct was unlawful, and (2) the Liabilities resulted from the Indemnitee's conduct did not constitute actual fraud, gross negligence, embezzlement, or willful or wanton misconduct. (b) The indemnification provided by this Section shall be in addition to any other rights to which each Indemnitee may be entitled under the Act or under any agreement as a matter of law or otherwise, bad faith both as to action in the Indemnitee's capacity a Manager, an Affiliate, or reckless disregard as an officer, director, trustee, partner, member, principal, shareholder, employee, or agent of duty a Manager or Affiliate, and to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators, and personal representatives of such Indemnitee. (c) The Company may purchase and maintain insurance on behalf of any Indemnified Party one or fraudulent more Indemnitees, and other such Persons as the Manager shall determine, against any liability which may be asserted against or dishonest acts of expense which may be incurred by such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred Person in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunderCompany's activities, whether or not pending the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. (d) Any indemnification hereunder shall be satisfied solely out of Company property, and Members shall not be subject to personal liability by reason of these indemnification provisions. (e) An Indemnitee shall not be denied indemnification in whole or threatened and whether or not any Indemnified Party is a party in part under this Section because the Indemnitee had an interest in the transaction with respect to such proceeding. which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (f) The Company provisions of this Section are for the benefit of the Indemnitees and the Managed Subsidiaries also agree that no Indemnified Party heirs, successors, assigns, administrators, and personal representatives of the Indemnitees and shall have not be deemed to create any liability rights for the benefit of any other persons. (whether direct g) The right to indemnification conferred in this Section shall include the right to be paid or indirectreimbursed by the Company the reasonable expenses (including attorney fees, disbursements and expenses) incurred by a person entitled to be indemnified who was, is or is threatened to be made a named defendant or respondent in contract or tort or otherwise) a proceeding in advance of the final disposition of the proceeding and without any determination as to the CompanyPerson's ultimate entitlement to indemnification; provided, however, that the Managed Subsidiaries, or payment of such expenses incurred by any person asserting claims on behalf of or suchp in right advance of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard final disposition of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, a proceeding shall any Indemnified Party be liable made only upon delivery to the CompanyCompany of a written affirmation by such person of his or her good faith belief that he has met the standard of conduct necessary for indemnification and a written undertaking, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not named as a defendant, the Company and the Managed Subsidiaries agree entitled to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise be indemnified under this Section or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialotherwise.

Indemnification of Manager. The Company and each Managed SubsidiarySubject to the last paragraph of this Section 8.5, jointly and severally, agrees to RoseStar Southwest shall indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each harmless the Manager as follows: (a) In any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, to which Manager was or is a party or is threatened to be made a party involving an alleged cause of them harmless action arising from the activities of Manager and which activities were on behalf of RoseStar Southwest or either Hotel or any appeal in such action, suit or proceeding or in any inquiry or investigation that could lead to such an action, suit or proceeding, RoseStar Southwest shall (except as otherwise provided in Section 8.5(c) below) indemnify Manager against any and all losses, (including lost profits) claims, damagesdemands, expenses or liabilities, joint costs and expenses, including reasonable attorneys' fees, accountant's fees, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by Manager in connection with such action, suit or several proceeding, (collectively, “Liabilities”collectively "Losses"), WHETHER OR NOT RESULTING FROM OR ARISING OUT OF MANAGER'S MERE NEGLIGENCE, provided that (i) Manager acted in good faith, (ii) Manager acted in a manner it reasonably believed to be in the best interests of RoseStar Southwest, and (iii) Manager's conduct does not constitute a breach of a material provision of this Agreement and an act of gross negligence or willful or wanton misconduct or a material violation of any mortgage, deed of trust, or other security instrument, equipment lease, insurance contract or other material contract or agreement affecting either Hotel. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, determine or create a presumption that Manager did not act in good faith and in a manner that he or it reasonably believed to be in the best interests of RoseStar Southwest, nor shall any such termination of a proceeding, of itself, determine or create a presumption that Manager was grossly negligent or was guilty of willful or wanton misconduct or a breach of a material provision of this Agreement unless a specific finding to such effect is included in such judgment, order, settlement, conviction or plea. (b) With respect to matters as to which the Indemnified Parties may become liableManager is entitled to indemnification hereunder, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all reasonable expenses (including reasonable attorneys’ legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence defending any proceeding shall be paid by RoseStar Southwest in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right advance of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty final disposition of such Indemnified Party or fraudulent or dishonest acts proceeding upon receipt of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought undertaking by or on behalf of Manager to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party otherwise, that Manager is not named entitled to be indemnified by RoseStar Southwest as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialauthorized hereunder.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, agentsconsultants, Affiliates agents and representatives shareholders) (each, each an “"Indemnified Party”") shall be indemnified and hold each of them saved harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and by the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for Entity from and against all liabilities and expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required may hereafter be made a party by reason of the Manager providing Services hereunder to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries Entity provided that Manager shall not be finally adjudged in such action, suit or any Affiliate proceeding as liable for or guilty of the Company fraud, wilful misconduct, or the Managed Subsidiaries Gross Negligence, in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent relation to the entry of any judgment in matter or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) "action, suit or proceeding" shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party is an actual shall give the Managed Entity prompt written notice of any such action, suit or potential party proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, such consent not to be unreasonably withheld. Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding or investigation)and participate in the defence thereof, unless but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out employment of such claim action, suit, proceeding or investigation and counsel has been authorised by the Managed Entity; (b) the Managed Entity has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties agree to any such action, suit or proceeding include both the Managed Entity and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Managed Entity and the Indemnified Party; or (d) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Managed Entity. It is the intention of the Managed Entity to constitute Manager as trustee for the other under this Section 8.1 and Manager agrees to accept such trust and to hold and enforce such covenants on behalf of Indemnified Parties. Each of the Managed Entity and Manager shall use their reasonable commercial endeavours to ensure that the terms relevant policies of such settlement insurance maintained by them contain waivers of subrogation as against one another. The provisions of Article 8 shall remain confidentialsurvive termination of this Agreement.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, losses (including lost profits) ), claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed SubsidiaryOwner shall indemnify, jointly and severallydefend, agrees to indemnify the Managerprotect, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) save and hold each of them harmless Manager and the other Manager Indemnified Parties, from and against any and all lossesLosses in connection with or in any way related to (i) any Contract, (ii) each Property, including lost profitsany past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any Person other than Manager of hazardous substances on the Property, and from liability for damage to each Property and injuries to or death of any person whomsoever, and damage to Property, (iii) claimsthe willful misconduct, damages, expenses gross negligence or liabilities, joint or several unlawful acts (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out ofsuch unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner, or the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice, and (iv) any matter, act or omission occurring prior to the date hereof relating to, this Agreementin connection with, unless it is finally judicially determined or in respect of, Owner or any of its Affiliates or any of their respective businesses, assets or properties (including any claim or litigation asserted or instigated by a third party); provided, however, that the Liabilities resulted from indemnification and exculpation shall not extend to any such Losses arising out of the gross negligence, willful misconduct, bad faith gross negligence or reckless disregard unlawful acts (the unlawfulness having been adjudicated by a court of duty proper jurisdiction) of Manager, its agents, servants, or employees; provided further, however, that to the extent that Manager recovers insurance proceeds with respect to any matter for which a Manager Indemnified Party is entitled to indemnification, then the amount payable to such Manager Indemnified Party under this Section 6.5 in respect of such matter shall be reduced by the amount of such recovered insurance proceeds. Manager shall not be liable for any error of judgment or for any mistake of fact or law, or for any thing that it may do or refrain from doing, except in cases of willful misconduct, gross negligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction). In addition, Owner shall advance funds to any Manager Indemnified Party for reasonable legal fees and other reasonable costs and expenses incurred as a result of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, action or proceeding or investigationfor which indemnification is being sought; provided, directly or indirectlyhowever, arising out ofthat such Manager Indemnified Party undertakes to repay the advanced funds to Owner, or relating totogether with the applicable legal rate of interest thereon, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any in cases in which such Manager Indemnified Party is found pursuant to a party final and non-appealable order or judgment to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) not be entitled to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialindemnification.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, agentsconsultants, Affiliates agents and representatives shareholders) (each, each an “"Indemnified Party”") shall be indemnified and hold each of them saved harmless by the Client from and against any all liabilities and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required to appear as may hereafter be made a witness in any action brought party by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate reason of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent providing Services hereunder to the entry of any judgment Client provided that Manager shall not be finally adjudged in or otherwise seek to terminate any claim, such action, suitsuit or proceeding as liable for or guilty of fraud, proceeding wilful misconduct, or investigation Gross Negligence, in relation to the matter or matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) "action, suit or proceeding" shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Client against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Client any amounts so advanced if the Client is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party is an actual shall give the Client prompt written notice of any such action, suit or potential party proceeding of which the Indemnified Party has knowledge and the Client shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Client and the Indemnified Parties affected, proceeding such consent not to be unreasonably withheld. Notwithstanding that the Client shall undertake the investigation and defence of any action, suit or investigation)proceeding, unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from shall have the right to employ separate counsel in any liabilities arising out such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such claim action, suit, proceeding or investigation and (b) counsel shall be at the parties agree that expense of the terms of such settlement shall remain confidential.Indemnified Party unless:

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”"INDEMNIFIED PARTY") and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”"LIABILITIES"), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ ' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.Indemnified

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”"INDEMNIFIED PARTY") and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”"LIABILITIES"), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ ' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s 's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s 's prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, consultants and agents, Affiliates and representatives ) (each, each an “Indemnified Party”) shall be indemnified and hold each of them saved harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and by the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for Entity from and against all liabilities and expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required may hereafter be made a party by reason of the Manager providing Services hereunder to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries Entity provided that Manager shall not be finally adjudged in such action, suit or any Affiliate proceeding as liable for or guilty of the Company fraud, wilful misconduct, or the Managed Subsidiaries Gross Negligence, in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent relation to the entry of any judgment in matter or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or any other Indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is an actual finally adjudged in such action, suit or potential party proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party shall give the Managed Entity prompt written notice of any such action, suit or proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, such consent not to be unreasonably withheld. Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding or investigation)and participate in the defence thereof, unless but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out employment of such claim action, suit, proceeding or investigation and counsel has been authorised by the Managed Entity; (b) the Managed Entity has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties agree to any such action, suit or proceeding include both the Managed Entity and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Managed Entity and the Indemnified Party; or (d) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Managed Entity. It is the intention of the Managed Entity to constitute Manager as trustee for the other under this Section 8.1 and Manager agrees to accept such trust and to hold and enforce such covenants on behalf of Indemnified Parties. Each of the Managed Entity and Manager shall use their reasonable commercial endeavours to ensure that the terms relevant policies of such settlement insurance maintained by them contain waivers of subrogation as against one another. The provisions of Article 8 shall remain confidentialsurvive termination of this Agreement.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, agentsconsultants, Affiliates agents and representatives shareholders) (each, each an “Indemnified Party”) shall be indemnified and hold each of them saved harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and by the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for Entity from and against all liabilities and expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required may hereafter be made a party by reason of the Manager providing Services hereunder to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries Entity provided that Manager shall not be finally adjudged in such action, suit or any Affiliate proceeding as liable for or guilty of the Company fraud, wilful misconduct, or the Managed Subsidiaries Gross Negligence, in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent relation to the entry of any judgment in matter or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party is an actual shall give the Managed Entity prompt written notice of any such action, suit or potential party proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, such consent not to be unreasonably withheld. Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding or investigation)and participate in the defence thereof, unless but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out employment of such claim action, suit, proceeding or investigation and counsel has been authorised by the Managed Entity; (b) the Managed Entity has not assumed the defence of the action, suit or proceeding within a reasonable period of time after receiving notice thereof; (c) the named parties agree to any such action, suit or proceeding include both the Managed Entity and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Managed Entity and the Indemnified Party; or (d) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Managed Entity. It is the intention of the Managed Entity to constitute Manager as trustee for the other under this Section 8.1 and Manager agrees to accept such trust and to hold and enforce such covenants on behalf of Indemnified Parties. Each of the Managed Entity and Manager shall use their reasonable commercial endeavours to ensure that the terms relevant policies of such settlement insurance maintained by them contain waivers of subrogation as against one another. The provisions of Article 8 shall remain confidentialsurvive termination of this Agreement.