Common use of Indemnification of the Managers Clause in Contracts

Indemnification of the Managers. The Company agrees to indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, directors, officers and employees and each person, if any, who controls such Manager or Forward Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company agrees to will indemnify and hold harmless each Manager, each Forward Purchaserthe Managers, their respective affiliatespartners, members, directors, officers and employees officers, employees, agents, affiliates and each person, if any, who controls such Manager or Forward Purchaser the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, expenses, damages and or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedproceeding, as such fees and expenses are incurred), ) joint or several, that to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at any time, the ADR Registration Statement, at any time, any Statutory Prospectus as of any time, the Prospectus or caused by any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, expense, damage, liability, action, litigation, investigation or proceeding whatsoever (ii) whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light from any of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with any written information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly the Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser the Managers consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company agrees to indemnify and hold harmless each Manager, each Forward Purchaser, their respective its affiliates, directors, officers and employees and each person, if any, who controls such Manager or Forward Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company agrees to will indemnify and hold harmless each Manager, each Forward Purchaserthe Managers, their respective affiliatespartners, members, directors, officers and employees officers, employees, agents, affiliates and each person, if any, who controls such Manager or Forward Purchaser the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or caused by any Permitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (ii) whether or not such Indemnified Party is a party thereto), whether threatened or commenced, with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light from any of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with any written information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly the Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser the Managers consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company agrees Each Manager shall be indemnified by CX under the following circumstances and in the manner and to indemnify and hold harmless each Managerthe extent indicated: (i) In any threatened, each Forward Purchaserpending, their respective affiliates, directors, officers and employees and each person, if any, who controls or completed action or proceeding to which such Manager was or Forward Purchaser within the meaning of Section 15 is a party or is threatened to be made a party by reason of the Act fact that he is or Section 20 was a Manager of CX (other than an action by or in the Exchange Actright of CX) involving an alleged cause of action for damages arising from the performance of its activities on behalf of CX (an “Action”), from and CX shall indemnify such Manager against any and all lossesexpenses, claims, damages and liabilities (including, without limitation, reasonable legal including attorney's fees and other disbursements, judgments, and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if such Manager acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of CX, and provided that its conduct has not been found by a nonappealable court judgment, order, decree or decision to constitute fraud, deceit, gross negligence, willful misconduct, or a wrongful taking. The termination of any action, suit or proceeding by judgment, order, or settlement shall not, of itself, create a presumption that such Manager did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of CX. (ii) CX shall pay for or reimburse the reasonable expenses incurred by the Manager in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, Action in advance of the final disposition thereof if the Manager sets forth in writing: (i) any untrue statement or alleged untrue statement an affirmation of a material fact contained in the Registration Statement or caused by any omission or alleged omission Manager’s good faith belief that he is entitled to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, indemnification under this Section; and (ii) the Manager’s agreement to repay all advances if it is ultimately determined that he is not entitled to indemnification under this Section. (iii) The indemnification set forth in this Section 7.6 shall in no event cause the Members to incur any liability beyond their total Capital Contributions plus their share of any undistributed profits of CX, nor shall it result in any liability of the Members to any third party. (iv) Nothing in this Section 7.6 shall be deemed to diminish or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed otherwise restrict such Manager’s right pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light vote of the circumstances under which they were madeMembers, not misleading, in each case except insofar as such losses, claims, damages applicable law or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) belowotherwise.

Indemnification of the Managers. The Company agrees with each Manager to indemnify each Manager (and hold harmless each Manager, each Forward Purchaser, their respective affiliatesof its officers, directors, officers and employees employees, and each person, if any, who person that controls such Manager or Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, expense and other liabilities (includingHaftungsverbindlichkeiten) whatsoever vis-a-vis third parties (including governmental agencies or other public bodies), without limitation, reasonable legal fees and other expenses incurred arising out of claims in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained included in the Registration Statement Preliminary Offer Documents or caused by any the Final Offer Documents, or (ii) the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Manager in connection with, not misleadingor relating in any manner to the Offered Shares, or the offering contemplated hereby, and which is included or part of or referred to in any loss, claim, damage, liability or action arising out of or based on matters covered by (i) and (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court in a final judgement determines that such loss, claim, damage or liability resulted directly from a Manager's gross negligence or willful conduct. The Company agrees to reimburse each Indemnified Party for any reasonable legal or other expenses (including any applicable value added tax) incurred by such Indemnified Party in connection with investigating, or defending against any complaint, proceeding, action or investigation, commenced or threatened by any governmental agency or other public body, or any claim relating to the matters covered by the preceding sentence; provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage, expense or other liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Offer Document in reliance upon and in conformity with the written information furnished to the Company through any Manager specifically for inclusion therein; provided, further, that as to the Preliminary Prospectus, this indemnity agreement shall not inure to the benefit of any Manager, its officers or employees or any person controlling that Manager on account of any loss, claim, damage, expense or other liability arising from the sale of Offered Shares to any person by that Manager if that Manager was required and failed to send or give a copy of the Final Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make such Preliminary Prospectus was corrected in the statements thereinFinal Prospectus, in light of the circumstances under which they were made, not misleading, in each case except insofar as unless such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Manager or Forward Purchaser furnished to failure resulted from non-compliance by the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood with Articles 5(1) and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below3).

Indemnification of the Managers. The Company agrees to Partnership shall indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, the directors, officers officers, employees, and employees agents of such Manager and each person, if any, who controls such Manager or Forward Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, liabilities, expenses, and damages and liabilities (including, without limitation, reasonable legal fees any and all investigative, legal, and other expenses reasonably incurred in connection with with, and any amount paid in settlement of, any action, suit, action or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such fees and expenses are incurred)losses, joint claims, liabilities, expenses, or several, that damages arise out of, of or are based upon, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B, or 430C, as applicable, including all documents incorporated therein by any reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading or (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, or any “issuer informationfree writing prospectus” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) 433 under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, in each case except insofar as however, that the Partnership shall not be liable to the extent that such lossesloss, claimsclaim, damages or liabilities arise out ofliability, expense, or are damage arises from the sale of the Units in the public offering to any person by any Manager and is based upon, any on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with any information relating to any Manager or Forward Purchaser furnished in writing to the Company in writing Partnership by such Manager or Forward Purchaser the Managers expressly for use thereininclusion in the Registration Statement, it being understood and agreed the Prospectus, or any Permitted Free Writing Prospectus. This indemnity will be in addition to any liability that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) belowPartnership might otherwise have.

Indemnification of the Managers. The Company agrees to Partnership shall indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, the directors, officers officers, employees and employees agents of such Manager and each person, if any, who controls such Manager or Forward Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, liabilities, expenses and damages and liabilities (including, without limitation, reasonable any and all investigative, legal fees and other expenses reasonably incurred in connection with with, and any suitamount paid in settlement of, action any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such fees and losses, claims, liabilities, expenses are incurred), joint or several, that damages arise out of, of or are based upon, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by any reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading or (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, ) or any “issuer informationfree writing prospectus” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) 433 under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership shall not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Units in each case except insofar as such losses, claims, damages or liabilities arise out of, or are the public offering to any person by any Manager and is based upon, any on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with any information relating to any Manager or Forward Purchaser furnished in writing to the Company in writing Partnership by such Manager or Forward Purchaser the Managers expressly for use thereininclusion in the Registration Statement, it being understood and agreed the Prospectus or any Permitted Free Writing Prospectus. This indemnity will be in addition to any liability that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) belowPartnership might otherwise have.

Indemnification of the Managers. The Company agrees to indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, directors, officers and employees the Managers and each person, if any, who controls such each Manager or Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act and each affiliate of each Manager within the meaning of Rule 405 under the Securities Act from and against any and all losses, liabilities, claims, damages and liabilities expenses whatsoever as incurred (including, including without limitation, reasonable legal attorneys’ fees and other any and all reasonable expenses whatsoever incurred in connection with investigating, preparing or defending against any suitlitigation, action commenced or proceeding threatened, or any claim assertedwhatsoever, as such fees and expenses are incurredany and all amounts paid in settlement of any claim or litigation in accordance with this Section), joint or several, that to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, the Prospectus Supplement (including any Interim Prospectus Supplement), the General Disclosure Package, any Permitted Free Writing Prospectus or caused by other free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or in any supplement thereto or amendment thereof, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading; provided, (ii) however, that the Company will not be liable in any such case to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in strict conformity with any written information relating to any Manager or Forward Purchaser the Managers furnished to the Company in writing by such Manager or Forward Purchaser on behalf of the Managers expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The (a) Unless otherwise provided in Section 4.9(d), the Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Company agrees Property) shall indemnify, save harmless, and pay all expenses of any Manager relating to indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, directors, officers and employees and each person, if any, who controls such any liability or damage incurred by reason of any act performed or omitted to be performed by any Manager or Forward Purchaser within in connection with the meaning of Section 15 business of the Company, including reasonable attorneys' fees incurred by the Manager in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act or Section 20 of and the Exchange Act) as permitted by law. (b) Unless otherwise provided in Section 4.9(d), from and in the event of any action by a Member against any Manager, including a Company derivative suit, the Company shall indemnify, save harmless, and pay all lossesexpenses of such Manager, claimsincluding reasonable attorneys' fees incurred in the defense of such action. 31 _____________________________________________________________________________ (c) Unless otherwise provided in Section 4.9(d), damages the Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities (includingof any Manager, without limitation, reasonable legal fees if for the benefit of the Company and in accordance with this Agreement said Manager makes any deposit or makes any other expenses incurred similar payment or assumes any obligation in connection with any suit, action or proceeding or Property proposed to be acquired by the Company and suffers any claim asserted, financial loss as the result of such fees and expenses are incurredaction. (d) Notwithstanding the provisions of Sections 4.9(a), joint or several, that arise out of, or are based upon, (i4.9(b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement theretoand 4.9(c), such sections shall be enforced only to the maximum extent permitted by law and no Manager shall be indemnified from any Permitted Free Writing Prospectusliability for the fraud, any “issuer information” filed intentional misconduct, gross negligence or required a knowing violation of the law which was material to be filed pursuant the cause of action. (e) Notwithstanding anything to Rule 433(d) under the Act, any road show as defined contrary in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinthis Agreement, in light no event will any indemnification obligation of the circumstances under which they were madeCompany or a receiver or trustee to indemnify, not misleading, save harmless or pay all expenses set forth in each case except insofar as such losses, claims, damages this Section 4.9 subject any Member or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating Manager to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below.personal liability. SECTION 5

Indemnification of the Managers. The Company agrees Transaction Entities jointly and severally agree to indemnify and hold harmless each Manager, each Forward Purchaser, their respective its affiliates, directors, directors and officers and employees and each person, if any, who controls such Manager or Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable any legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, claim) caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, the Prospectus Supplement (including any Interim Prospectus Supplement), the General Disclosure Package, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed Prospectus or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended)Package, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any information relating to any Manager or Forward Purchaser the Managers furnished to the Company Transaction Entities in writing by such Manager or Forward Purchaser the Managers expressly for use therein, ; it being understood and agreed upon that the only such information furnished by any Manager or Forward Purchaser consists shall consist solely of the information described as such following: the Managers’ names, the second paragraph and the fifth paragraph under the heading “Plan of Distribution (Conflicts of Interest)” in subsection (b) belowthe Prospectus Supplement.

Indemnification of the Managers. The Company agrees to will indemnify and hold harmless each Managerof the Managers, each Forward Purchaserits respective partners, their respective affiliatesmembers, directors, officers and employees officers, employees, agents, affiliates and each person, if any, who controls such Manager or Forward Purchaser the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or caused by any Permitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (ii) whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light from any of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with any written information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly the Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser the Managers consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company agrees to shall indemnify and hold harmless each Managerthe Managers, each Forward Purchaser, their respective affiliates, the directors, officers officers, employees and employees affiliates of the Managers and each person, if any, who controls such Manager or Forward Purchaser any of the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, liabilities, expenses and damages and liabilities (includingincluding the reasonable cost of investigation) to which they, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedof them, may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such fees and losses, claims, liabilities, expenses are incurred), joint or several, that damages arise out of, of or are based upon, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by any reference, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading or (ii) or any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Shares in each case except insofar as such losses, claims, damages or liabilities arise out of, or are the public offering to any person by the Managers and is based upon, any on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with any written information relating to the Managers furnished to the Company by the Managers specifically for inclusion in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have to any Manager or Forward Purchaser furnished to the Company in writing by any director, officer, employee, affiliate or controlling person of such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) belowManager.

Indemnification of the Managers. The Company agrees to indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, directors, officers and employees the Managers and each person, if any, who controls such Manager or Forward Purchaser the Managers within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, Act and each affiliate of the Managers within the meaning of Rule 405 under the Securities Act from and against any and all losses, liabilities, claims, damages and liabilities expenses whatsoever as incurred (including, including without limitation, reasonable legal attorneys’ fees and other any and all reasonable expenses whatsoever incurred in connection with investigating, preparing or defending against any suitlitigation, action commenced or proceeding threatened, or any claim assertedwhatsoever, as such fees and expenses are incurredany and all amounts paid in settlement of any claim or litigation in accordance with this Section), joint or several, that to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, the Prospectus Supplement (including any Interim Prospectus Supplement), the General Disclosure Package, any Permitted Free Writing Prospectus or caused by other free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or in any supplement thereto or amendment thereof, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading; provided, (ii) however, that the Company will not be liable in any such case to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in strict conformity with any written information relating to any Manager or Forward Purchaser the Managers furnished to the Company in writing by such Manager or Forward Purchaser on behalf of the Managers expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Managers. The Company agrees and Carnival plc, jointly and severally, agree to indemnify and hold harmless each Manager, each Forward Purchaser, their respective its affiliates, directors, directors and officers and employees and each person, if any, who controls such Manager or Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinStatement, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any General Pricing Disclosure Package (including any General Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (bSection 7(b) below.