Common use of Indemnity Clause in Contracts

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to Irrespective of whether the payment LOC Commitment or the Letter of expenses pursuant to Section 10.2Credit is terminated, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Borrower agrees to defend indemnify, pay indemnify jointly and hold harmless each Agent, severally the Issuing Bank and Lender and each Related Party of the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, each such Person being called an “Indemnitee”)) against, from and against hold each Indemnitee harmless from, any and all Indemnified Liabilitieslosses, in all casesclaims, whether or not caused damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or arisingasserted against any Indemnitee by any third party arising out of, or as a result of any actual claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or the performance by the parties hereto of their respective obligations hereunder or (ii) the Letter of Credit or any LOC Disbursement regardless of whether any Indemnitee is a party thereto but excluding in whole each case any actual or in partthreatened claim, out of the negligence of litigation, investigation or proceeding solely among Indemnitees and/or Participants and/or Lender Counterparties; provided, that such Indemnitee; provided that no Credit Party indemnity shall have any obligation not, as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise losses, claims, damages, liabilities or related expenses have resulted from the gross negligence negligence, bad faith or willful misconduct of any Indemnitee; provided, further, that Indemniteesuch indemnity shall be subject to, and only payable in each case accordance with, the Priority of Payments and, solely with respect to LOC Reimbursement Obligations, the Payment Restrictions, including, without limitation, as determined may limit or restrict payment of any LOC Reimbursement Obligation or interest thereon. It is understood and agreed that, to the extent not precluded by a finalconflict of interest, non-appealable judgment of each Indemnitee shall endeavor to work cooperatively with the Borrower with a court of competent jurisdiction, view toward minimizing the legal and other expenses associated with any defense and any potential settlement or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionjudgment. To the extent that reasonably practicable and not disadvantageous to any Indemnitee and in the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative absence of any law or public policyconflict of interest, a single counsel selected by the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assertBorrower, and each Credit Party hereby waivesapproved by the Indemnitee, may be used. Settlement of any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on litigation involving any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not material indemnified amount will require the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use approvals of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees Borrower (not to xxx upon any such claim be unreasonably withheld) and the relevant Indemnitee (not to be unreasonably withheld or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebydelayed).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party B agrees to defend indemnifyindemnify Party A and its affiliates and their respective directors, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank controlling parties (Party A and each Lender (each, such affiliate or person being an “IndemniteeIndemnified Party”), ) from and against any and all Indemnified Liabilitieslosses, in all casesclaims, whether or not caused damages and liabilities, joint and several, incurred by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent asserted against such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as a result they are incurred in connection with the investigation of, preparation for, or in defense of any way related to, this Agreement pending or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such threatened claim or any such damagesaction or proceeding arising therefrom, whether or not accrued such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and whether nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not known or suspected be used to exist in its favorset off any obligation of Party A upon settlement of the Transaction. No Indemnitee referred Any indemnification required to above be paid hereunder shall be liable for any damages arising from without duplication of amounts that are required to be paid under the use by unintended recipients corresponding provisions of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyUnderwriting Agreement. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Indemnity. 20.1 Any loss, damage, liability, cost and/or expense related to: (a) In addition any injury to, ill health, disease or death of an employee or a contractor or subcontractor of a Party (or any employee of such contractor or sub-contractor); and/or (b) actual physical loss to a Party's facilities; which is caused by either Party's operations at or near the payment of expenses pursuant to Section 10.2Custody Transfer Point, whether or not the transactions contemplated hereby shall be consummatedborne by the Party causing such loss, each Credit damage and/or cost or the Party agrees to defend which has engaged the relevant employee or contractor or sub-contractor, causing such loss, damage and/or cost and the Party bearing as aforesaid such loss, damage, liability, cost and/or expense shall defend, indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and release the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, other Party in all cases, whether or not caused by or arising, in whole or in part, out of the negligence respect of such loss, damage, liability, cost and/or expense. 20.2 Whenever a Party (the "Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment ") becomes aware of a court claim in respect of competent jurisdiction, which it will or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit may be entitled to require the other Party for direct damages (as opposed to special, indirect, consequential or punitive damagesthe "Indemnitor") against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in and release it pursuant to this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policyArticle above, the applicable Credit Party Indemnitee shall contribute promptly notify the maximum portion that it is permitted Indemnitor and the Indemnitee shall take such action as the Indemnitor may reasonably request to avoid, dispute, resist, appeal, compromise or defend the relevant claim and any judgement in respect thereof, subject to the Indemnitee being indemnified and secured to its reasonable satisfaction by the Indemnitor against all losses, costs, damages and expenses relating to such claim including, without limitation, those thereby incurred or to be incurred. If the Indemnitor does not request the Indemnitee to take any appropriate action as aforesaid, or shall fail to indemnify and secure the Indemnitee to its reasonable satisfaction within twenty-eight 28 days of the notice to the Indemnitor, the Indemnitee shall be free to pay or settle the relevant claim on such terms as it may in its absolute discretion think fit and satisfy under Applicable Law thereafter recover from the Indemnitor pursuant to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themIndemnitee's rights under this Article. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition 20.1. Without prejudice to any of the payment rights of expenses pursuant to Section 10.2the Company arising from this Agreement, whether or not the transactions contemplated Service Provider hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnifies and hold harmless each Agent, Issuing Bank holds the Company and Lender and the officers, partners, members, its directors, trustees, advisorsservants, employees, agents, sub-agents advisors, representatives, contractors and Affiliates of any other person for whom the Company may be liable in law (each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and "Indemnified Party") harmless against any and all loss, liability, damage, injury, costs (including attorney-own-client costs), claim, fine, penalty, interest or expense of whatsoever nature or howsoever arising which may be incurred or sustained by, threatened against, or imposed on any Indemnified LiabilitiesParty by reason of or pursuant to: (a) the breach by the Service Provider (or any of its employees agents, in all cases, whether or not caused by or arising, in whole or in part, out contractors and/or consultants) of any of the negligence provisions of such Indemniteethis Agreement; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to (b) the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee the Service Provider (or any of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalemployees, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defendagents, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative contractors and/or consultants) of any law or public policylegislation which relates to the Service Provider's obligations in terms of this Agreement; and (c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by any Indemnified Party or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises as a consequence of a breach or negligent performance or failure or delay in performance by the Service Provider of any of its obligations in terms of the Agreement. 20.2. The Indemnified Party shall be deemed to have suffered a loss equivalent to the amount of any loss, liability, damage, injury, cost, claim, fine, penalty, interest or expense against which it is indemnified in terms of clause 20.1 (an "Indemnified Claim"). 20.3. The Indemnified Party shall notify the Service Provider in writing of an Indemnified Claim, and the surrounding facts in respect thereof, as soon as is reasonably possible after the Indemnified Party has become aware of such Indemnified Claim, to enable the Service Provider to take steps to contest it. 20.4. The Service Provider shall be entitled within 5 (five) Business Days of the receipt of written notice under clause 20.3 to elect in writing to contest (which shall include an appeal) an Indemnified Claim in the name of the Indemnified Party and shall be entitled to control the proceedings in regard thereto, provided that the Service Provider indemnifies the Indemnified Party against all and any costs (including attorney and own-client-costs) which may be incurred by or awarded against the Indemnified Party as a consequence of the Service Provider's defence of the Indemnified Claim. The Indemnified Party shall be entitled to require the Service Provider to give reasonable security for the payment of such costs prior to the Service Provider taking any steps to contest the Indemnified Claim. If the Indemnified Party and the Service Provider are unable to agree upon the nature or amount of such security, the applicable Credit amount shall be determined by – 20.4.1. any third party agreed upon by the Indemnified Party and the Service Provider within 10 (ten) Business Days of them failing to agree on the amount of the security; and 20.4.2. failing agreement of the identity of the third party referred to in clause 20.4.1, by the Registrar of the Xxxxx Xxxxxxx Xxxx Xxxxx, Xxxxxxxxxxxx xx Xxxxx Xxxxxx in accordance with the uniform rules of the High Court of South Africa as soon as reasonably possible after the period in clause 20.4.1 expires. 20.5. The Service Provider shall pay to the Indemnified Party the amount of an Indemnified Claim forthwith after receipt of the notification referred to in clause 20.3 unless the Service Provider contests the Indemnified Claim in terms of clause 20.4, in which case the Service Provider shall pay to the Indemnified Party the amount of the Indemnified Claim forthwith after any final judgement or order is granted against the Indemnified Party, provided that in those circumstances where - 20.5.1. an Indemnified Claim is contested and despite such contest the Indemnified Claim is payable in law, the Service Provider shall pay to the Indemnified Party the amount of the Indemnified Claim as soon as it is payable; and 20.5.2. the Service Provider does not proceed with the contest of the Indemnified Claim in a diligent manner, the Indemnified Party shall contribute be entitled to require the maximum portion that it is permitted Service Provider to pay and satisfy under Applicable Law the amount of the Indemnified Claim in question in trust to the payment Company’s attorneys, pending the outcome of the contest or the Indemnified Party shall be entitled to require the Service Provider to give proper and satisfaction adequate security therefore, and in that event the provisions of all Indemnified Liabilities incurred by Indemnitees or any of themclause 20.4 shall apply mutatis mutandis. 20.6. Save as expressly provided in this clause 20 (bIndemnity), the Indemnified Party will not be obliged to procure that the Service Provider contests an Indemnified Claim. 20.7. This clause 20 (Indemnity) To the extent permitted by Applicable Lawconstitutes a stipulatio xxxxxx in favour of each Indemnified Party, no Credit Party which shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory be capable of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed acceptance by any applicable legal requirement) arising out of, in connection with, as a result of, one or in more of them at any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebytime.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.210.02, whether or not the transactions contemplated hereby shall be are consummated, each Credit Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Joint Lead Arranger, Issuing Bank Bank, Swing Line Lender and Lender and the officers, partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents, sub-agents and Affiliates of each Agent, Joint Lead Arranger, Issuing Bank Bank, Swing Line Lender and each Lender Lender, as well as the respective heirs, successors and assigns of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, each Loan Party agrees not to assert and hereby waives all rights for contribution or if such any other rights of recovery with respect to all Indemnified Liabilities result from relating to or arising out of any action, suit Environmental Claim or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionHazardous Materials activity. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are 10.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Loan Party shall assert, and each Credit Loan Party hereby waives, any claim against each LenderAgent, each AgentJoint Lead Arranger, Issuing Bank, Arranger Swing Line Lender and Lender and their respective Affiliates, officers, partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents or and sub-agents, agents on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contracttort, tort contract or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, to this Agreement or any Credit Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Loan Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby. (c) All amounts due under this Section 10.03 shall be due and payable within five days after demand therefor.

Indemnity. (a) In addition Obligors hereby agree to protect, indemnify, defend and hold Indemnified Parties and each of them harmless from and against, and, if and to the payment of expenses pursuant extent paid, to Section 10.2reimburse them on demand for, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Environmental Damages. Without limitation, the foregoing indemnity shall apply to each Indemnified Liabilities, in all cases, whether or not caused by or arising, Party with respect to Environmental Damages which in whole or in part, part are caused by or arise out of the negligence of such Indemnitee; provided that no Credit (and/or any other) Indemnified Party. However, such indemnity shall not apply to (a) a particular Indemnified Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from that the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionparticular Indemnified Party, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To Environmental Damages created or arising solely from events or conditions first existing after a foreclosure sale under the extent permitted by Applicable LawMortgage (or a deed in lieu thereof), no Credit Party but only if a party other than Obligors or an affiliate of any Obligor acquires title to the Property, provided that any such Environmental Damages do not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Materials (including personal injury or damage to property), noncompliance with any Environmental Laws, or remediation existing prior to the event described above. In any dispute between Obligors and Lender as to whether Obligors are released from liability pursuant to the immediately preceding sentence, Obligors shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory bear the burden of proof with respect to whether they have been released from liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed . Upon demand by any applicable legal requirement) arising out ofIndemnified Party, in connection withObligors shall diligently defend any Environmental Claim which affects the Property or which is made or commenced against such Indemnified Party, as a result of, whether alone or in any way related to, this Agreement together with Obligors or any Credit Document or other person, all at Obligors’ own cost and expense and by counsel to be approved by such Indemnified Party in the exercise of its reasonable judgment. In the alternative, at any agreement or instrument contemplated hereby or thereby or referred time any Indemnified Party may elect to herein or therein, conduct its own defense through counsel selected by such Indemnified Party and at the transactions contemplated hereby or thereby, any Loan or the use cost and expense of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyObligors.

Indemnity. (a) In addition EACH OF BORROWER AND EACH BORROWING BASE GUARANTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided, however, that in no event shall Borrower or any Obligor party to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall a Loan Document have any obligation hereunder or thereunder to any indemnify or hold harmless an Indemnitee hereunder with respect to any Indemnified Liabilities a Claim to the extent that such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, Claim is determined in each case as determined by a final, non-appealable judgment of by a court of competent jurisdiction, or if such Indemnified Liabilities jurisdiction to result from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s officers, directors or employees. Each Indemnitee shall consult with Borrower with respect to the defense of any actionof the foregoing. In no event shall Borrower, suit any Borrowing Base Guarantor or proceeding in contract brought by a Credit Party any Indemnitee have any liability for direct damages (as opposed to any special, indirect, consequential or punitive damages) ; provided, that this sentence shall not limit the indemnification obligations of Borrower or any Borrowing Base Guarantor under this Agreement. Neither Borrower nor any Borrowing Base Guarantor shall be liable for any settlement of any proceeding effected without Borrower’s prior written consent (which consent shall not be unreasonably withheld), but if settled with such written consent, or if there is a final judgment against an Indemnitee in any such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalproceeding, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings Borrower and each Borrowing Base Guarantor agrees to defend, indemnify, pay indemnify and hold harmless each Indemnitee in the manner set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorabove. No Indemnitee referred to above in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$200,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.

Indemnity. (a) In addition Each party shall hold the other, the Owner, together with their agents, servants, employees, representatives, officers, directors, sureties and attorneys, harmless from and against and shall indemnify the other for all claims, bodily injury, death or damage to real or tangible property, taxes, liability, loss, costs, expenses, or damages to the payment extent caused by its negligent acts or omissions in performing under this Agreement. Subcontractor warrants that it carries adequate insurance to cover its indemnification obligations hereunder, as specified in the Insurance provisions set forth in this Subcontract. The obligations of this clause (i) shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this clause and (ii) shall not be limited to claims, damages, losses and expenses pursuant arising from third party claims. To the extent caused by its negligence and/or gross or willful misconduct, the indemnifying party shall reimburse the other for said action at its own expense and shall pay and discharge any judgment that may be rendered in any such action. In the event of any indemnified claim against Contractor by any third person, Contractor reserves the right to Section 10.2choose legal counsel and direct the defense of such claim at Subcontractor’s sole cost and expense. Such undertaking of defense shall not be deemed an admission of liability, whether an agreement to assume liability, or not a waiver of any right or remedy which the transactions contemplated hereby shall Contractor may have. This right may only be consummatedexercised if the Subcontractor is notified of the claim, each Credit Party agrees the claim is the result of Subcontractor’s performance of the Work, and the Subcontractor either fails or neglects to defend the claim. Subcontractor’s indemnity obligations shall remain in full force and effect regardless of whether the claim relates to a claim under Subcontractor’s Worker’s Compensation Policy. Each Party shall protect, indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), other party hereto from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, damages and expenses arising out of the negligence a claim of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence actual or willful misconduct alleged infringement of that Indemniteepatent, in each case as determined by a finalcopyright, non-appealable judgment of a court of competent jurisdiction, trademark or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, trade name asserted in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or with the use of equipment, tools, or methods of operation furnished pursuant to this Subcontract. Notwithstanding the proceeds thereof or any act or omission or event occurring in connection therewithforegoing, and each Credit neither Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable responsible for any loss of profits, business interruption, or for any type of consequential or indirect damages arising from the use suffered by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or Party under this Subcontract, unless such are assessed under the transactions contemplated hereby or therebyPrime Contract.

Indemnity. 13.1 For the purposes of this clause, the following definitions shall apply: (a) In addition Defaulting Party means a party to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee this Agreement responsible for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole Claim or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.Loss; (b) To Indemnified Party means a party to this Agreement indemnified by the extent permitted Defaulting Party in relation to a Claim or Loss. 13.2 The Defaulting Party indemnifies the Indemnified Party against any direct Loss incurred by Applicable Law, no Credit the Indemnified Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in : (a) any way related to, breach of this Agreement by the Defaulting Party; (b) any negligent or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any unlawful act or omission by the Defaulting Party or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable Personnel; (c) a Claim by a third party against the Client for any damages arising from Deliverable (excluding any Claim related to Client Material) that infringes the use Intellectual Property of the third party, in which case 8Squad will be the Defaulting Party and the Client will be the Indemnified Party; or (d) a Claim by unintended recipients a third party against 8Squad for any Claim related to Client Material that infringes the Intellectual Property of the third party, in which case the Client will be the Defaulting Party and 8Squad will be the Indemnified Party. 13.3 The Indemnified Party must allow the Defaulting Party (or the Defaulting Party’s third party supplier) to direct any defence and settlement of the Claim; (a) providing the Defaulting Party (or the Defaulting Party’s third party supplier) with all reasonable assistance and information or other materials distributed required by it through telecommunications, electronic or other information transmission systems them in connection with the defence and settlement of the Claim; (b) using reasonable efforts to mitigate the Losses associated with the Claim; and (c) notifying the Defaulting Party in writing of the Claim and the Indemnified Party’s request for indemnification under this Agreement clause 13.1 within 10 Business Days of being notified of the Claim by the third party. 13.4 Where any person makes a Claim for Intellectual Property infringement in connection with the provision of any Deliverable by 8Squad, 8Squad may modify, limit, suspend or cancel the other Credit Documents provision of the Deliverable, if required, in response to the Claim. 13.5 The indemnity in clause 13.1 does not apply to the extent a Claim: (a) arises out of any modification of any Deliverable made by the Client or a third party; (b) relates to services or materials provided by a third party in conjunction with the transactions contemplated hereby Services and/or Deliverables; or (c) is caused, or therebycontributed to, by the Indemnified Party and/or its Personnel.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Counterparty agrees to defend indemnify, pay indemnify and hold harmless each AgentDealer and its affiliates and their respective directors, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank controlling persons (Dealer and each Lender (each, such affiliate or person being an “IndemniteeIndemnified Party”), ) from and against any and all Indemnified Liabilitieslosses, in all casesclaims, whether or not caused damages and liabilities, joint and several, incurred by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent asserted against such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction or any breach of any covenant or representation made by Counterparty in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as a result they are incurred in connection with the investigation of, preparation for, or in defense of any way related to, this Agreement pending or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such threatened claim or any such damagesaction or proceeding arising therefrom, whether or not accrued and whether or such Indemnified Party is a party thereto. Counterparty will not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Dealer’s gross negligence or willful misconduct. If for any damages arising from reason the use foregoing indemnification is unavailable to any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by unintended recipients law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. Counterparty also agrees that no Indemnified Party shall have any information liability to Counterparty or other materials distributed by it through telecommunications, electronic any person asserting claims on behalf of or other information transmission systems in right of Counterparty in connection with or as a result of any matter referred to in this Agreement Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the other Credit Documents gross negligence, willful misconduct or bad faith of the transactions Indemnified Party. The provisions of this Section 9 shall survive the completion of the Transactions contemplated hereby or thereby.by this Confirmation. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (i) the gross negligence or willful misconduct of that IndemniteeIndemnitee or (ii) the material breach by that Indemnitee of its funding obligations hereunder, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party Holdings and Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred . (c) Each Credit Party also agrees that no Lender, Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to above shall be liable for any damages arising from the use by unintended recipients Credit Party or any person asserting claims on behalf of or in right of any information Credit Party or any other materials distributed by it through telecommunications, electronic or other information transmission systems person in connection with or as a result of this Agreement or the other any Credit Documents Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender, Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Lender, Agent, or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s, Agent’s or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

Indemnity. (a) In addition 20.1. Without prejudice to any of the payment rights of expenses pursuant to Section 10.2the Company arising from this Agreement, whether or not the transactions contemplated Service Provider hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnifies and hold harmless each Agent, Issuing Bank holds the Company and Lender and the officers, partners, members, its directors, trustees, advisorsservants, employees, agents, sub-agents advisors, representatives, contractors and Affiliates of any other person for whom the Company may be liable in law (each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and "Indemnified Party") harmless against any and all loss, liability, damage, injury, costs (including attorney-own-client costs), claim, fine, penalty, interest or expense of whatsoever nature or howsoever arising which may be incurred or sustained by, threatened against, or imposed on any Indemnified LiabilitiesParty by reason of or pursuant to: (a) the breach by the Service Provider (or any of its employees agents, in all cases, whether or not caused by or arising, in whole or in part, out contractors and/or consultants) of any of the negligence provisions of such Indemniteethis Agreement; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to (b) the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee the Service Provider (or any of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalemployees, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defendagents, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative contractors and/or consultants) of any law or public policylegislation which relates to the Service Provider's obligations in terms of this Agreement; and (c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by any Indemnified Party or by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises as a consequence of a breach or negligent performance or failure or delay in performance by the Service Provider of any of its obligations in terms of the Agreement. 20.2. The Indemnified Party shall be deemed to have suffered a loss equivalent to the amount of any loss, liability, damage, injury, cost, claim, fine, penalty, interest or expense against which it is indemnified in terms of clause 20.1 (an "Indemnified Claim"). 20.3. The Indemnified Party shall notify the Service Provider in writing of an Indemnified Claim, and the surrounding facts in respect thereof, as soon as is reasonably possible after the Indemnified Party has become aware of such Indemnified Claim, to enable the Service Provider to take steps to contest it. 20.4. The Service Provider shall be entitled within 5 (five) Business Days of the receipt of written notice under clause 20.3 to elect in writing to contest (which shall include an appeal) an Indemnified Claim in the name of the Indemnified Party and shall be entitled to control the proceedings in regard thereto, provided that the Service Provider indemnifies the Indemnified Party against all and any costs (including attorney and own-client-costs) which may be incurred by or awarded against the Indemnified Party as a consequence of the Service Provider's defence of the Indemnified Claim. The Indemnified Party shall be entitled to require the Service Provider to give reasonable security for the payment of such costs prior to the Service Provider taking any steps to contest the Indemnified Claim. If the Indemnified Party and the Service Provider are unable to agree upon the nature or amount of such security, the applicable Credit amount shall be determined by – 20.4.1. any third party agreed upon by the Indemnified Party and the Service Provider within 10 (ten) Business Days of them failing to agree on the amount of the security; and 20.4.2. failing agreement of the identity of the third party referred to in clause 20.4.1, by the Registrar of the South Gauteng High Court, Johannesburg of South Africa in accordance with the uniform rules of the High Court of South Africa as soon as reasonably possible after the period in clause 20.4.1 expires. 20.5. The Service Provider shall pay to the Indemnified Party the amount of an Indemnified Claim forthwith after receipt of the notification referred to in clause 20.3 unless the Service Provider contests the Indemnified Claim in terms of clause 20.4, in which case the Service Provider shall pay to the Indemnified Party the amount of the Indemnified Claim forthwith after any final judgement or order is granted against the Indemnified Party, provided that in those circumstances where - 20.5.1. an Indemnified Claim is contested and despite such contest the Indemnified Claim is payable in law, the Service Provider shall pay to the Indemnified Party the amount of the Indemnified Claim as soon as it is payable; and 20.5.2. the Service Provider does not proceed with the contest of the Indemnified Claim in a diligent manner, the Indemnified Party shall contribute be entitled to require the maximum portion that it is permitted Service Provider to pay and satisfy under Applicable Law the amount of the Indemnified Claim in question in trust to the payment Company’s attorneys, pending the outcome of the contest or the Indemnified Party shall be entitled to require the Service Provider to give proper and satisfaction adequate security therefore, and in that event the provisions of all Indemnified Liabilities incurred by Indemnitees or any of themclause 20.4 shall apply mutatis mutandis. 20.6. Save as expressly provided in this clause 20 (bIndemnity), the Indemnified Party will not be obliged to procure that the Service Provider contests an Indemnified Claim. 20.7. This clause 20 (Indemnity) To the extent permitted by Applicable Lawconstitutes a stipulatio xxxxxx in favour of each Indemnified Party, no Credit Party which shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory be capable of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed acceptance by any applicable legal requirement) arising out of, in connection with, as a result of, one or in more of them at any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebytime.

Indemnity. (a) In addition The Grantors jointly and severally agree to the payment of expenses pursuant to Section 10.2defend, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless the Collateral Trustee and its Affiliates and each Agentand all of the directors, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, attorneys and agents, sub-agents and Affiliates (in each case) their respective heirs, representatives, successors and assigns (each of each Agent, Issuing Bank and each Lender (eachthe foregoing, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, in all casesregardless of whether such claim is asserted by any Secured Party, whether Secured Debt Representative or not caused by or arising, in whole or in part, out of the negligence of such IndemniteeGrantor; provided that no Credit Party shall have any obligation Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of that such Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages . (as opposed to special, indirect, consequential or punitive damagesb) against such Indemnitee for a material breach by such Indemnitee of its obligations All amounts due under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. this Section 7.10 will be payable not later than fifteen (15) days upon written demand therefore. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are 7.10(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, each of the applicable Credit Party shall Grantors will contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (bd) To the extent permitted by Applicable Lawapplicable law, no Credit Party Grantor shall ever assert, and each Credit Party Grantor hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agentsany Indemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit Document Security Documents or any agreement or instrument or transaction contemplated hereby or thereby relating in any respect to any Indemnified Liability. (e) The agreements in this Section 7.10 will survive repayment of all other Secured Obligations and the removal or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use resignation of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyCollateral Trustee.

Indemnity. (ai) In addition to Each of the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated Warrantors hereby shall be consummated, each Credit Party agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each AgentInvestor, Issuing Bank its Affiliates and Lender its and the their respective employees, officers, partners, members, directors, trusteesand assigns (collectively, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an the “IndemniteeInvestor Indemnified Parties”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach Indemnifiable Losses suffered by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalInvestor Indemnified Parties, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole directly or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinof the other Transaction Documents. Without limiting the generality of the foregoing, the transactions contemplated hereby Warrantors shall also, jointly and severally, indemnify each Investor for any Indemnifiable Losses incurred by such Investor Indemnified Party as a result of or thereby, in connection with any Loan or the use of the proceeds thereof matters set forth on Schedule IV hereof. (ii) Any Party seeking indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”). (iii) If any claim, demand or Liability is asserted by any act third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or omission proceedings brought against the Indemnified Party in respect of matters subject to the indemnity obligations under this Section 7.10. If, after a request to defend any action or event occurring proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist good faith shall be conclusive in its favor. No Indemnitee referred favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to above control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (iv) The maximum aggregate liability of the Warrantors for indemnification to any Investor Indemnified Parties under Section 7.10(i), (ii) and (iii) shall be limited to the purchase price set forth opposite such Investor’s name on Table A of Schedule I attached hereto and an amount calculated at a simple annual interest rate of eight (8%) percent of such purchase price (the “Indemnification Cap”). (v) Notwithstanding anything to the contrary, (a) the Warrantors shall not be liable for any damages Indemnifiable Losses arising from any opportunity costs; and (b) the use by unintended recipients Warrantors shall not be liable for any Indemnifiable Losses arising under this Section 7.10 unless the aggregate amount of all such Indemnifiable Losses exceeds US$1,000,000, in which event the Warrantors shall be required to pay or be liable for the full amount of all such Indemnifiable Losses as provided in Section 7.10. (vi) This Section 7.10 shall not be deemed to preclude or otherwise limit in any way the exercise of any information other rights or pursuit of other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with remedies for the breach of this Agreement or the other Credit Documents or the transactions contemplated hereby or therebywith respect to any misrepresentation.

Indemnity. In connection with any action taken by Trustee, Beneficiary and/or any Indemnitee pursuant to this Deed of Trust, Trustee, Beneficiary, and/or any such Indemnitee and their respective Indemnified Parties shall not be liable for any Loss sustained by Trustor resulting from (a) In addition to an assertion that Beneficiary, or any such Indemnitee or an Indemnified Party has received funds from the payment operations of expenses pursuant to Section 10.2the Trust Property claimed by third Persons, or (b) any act or omission of Trustee, Beneficiary, or any such Indemnitee or any such Indemnified Party in administering, managing, operating or controlling the Trust Property, including in either case such Loss as may result from the ordinary negligence of Trustee and/or Beneficiary or any other Lender or an Indemnified Party, or which may result from strict liability, whether under applicable law or not otherwise, unless such Loss is caused by the transactions contemplated gross negligence, willful misconduct or bad faith of Trustee, Beneficiary and/or such other Lender or such Indemnified Party, nor shall Trustee, Beneficiary and/or any other Lender or an Indemnified Party be obligated to perform or discharge any obligation, duty or liability of Trustor. Trustor shall and does hereby shall be consummatedagree to indemnify Trustee and/or Beneficiary and each of the other Lenders and their respective Indemnified Parties for, and to hold Trustee, Beneficiary and each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and such other Lender and the officerseach Indemnified Party harmless from, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Losses which may or might be incurred by Trustee and/or Beneficiary or any of such other Lenders or such Indemnified LiabilitiesParties by reason of this Deed of Trust or the exercise of rights or remedies hereunder, in all casesincluding such Losses as may result from the ordinary negligence of Trustee, Beneficiary or any other Lender or an Indemnified Party, or which may result from strict liability, whether under applicable law or not otherwise, unless such Loss is caused by the gross negligence, willful misconduct or arisingbad faith of Trustee, in whole Beneficiary or in partsuch other Lender or such Indemnified Party. Should Trustee, out Beneficiary and/or any other Lender or an Indemnified Party make any expenditure on account of any such Losses, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be a demand obligation (which obligation Trustor hereby expressly promises to pay) owing by Trustor to Trustee and/or Beneficiary and shall bear interest from the date expended until paid at the Default Rate, shall be a part of the negligence Obligations and shall be secured by this Deed of such Indemnitee; provided that no Credit Party shall have Trust and the other Loan Documents. Trustor hereby assents to, ratifies and confirms any obligation to any Indemnitee hereunder and all actions of Trustee and/or Beneficiary with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct Trust Property taken under this Deed of that IndemniteeTrust. The liabilities of Trustor, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative 7.17, shall survive the termination of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay this Deed of Trust and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use performance of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyObligations.

Indemnity. (a) In addition Each of the Loan Parties agree to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agent, Issuing Bank and Lender the Co-Lead Arrangers and the Lenders and their directors, officers, partners, members, directorsemployees, trustees, advisors, employees, agents, sub-agents and Affiliates of (each Agent, Issuing Bank and each Lender (each, an “IndemniteeIndemnified Party”), ) from and against any and all expenses, losses, claims, damages and liabilities incurred by such Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, Party arising out of claims made by any Person in any way relating to the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities transactions contemplated hereby, but excluding therefrom all expenses, losses, claims, damages, and liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as they are determined by a final, non-appealable the final judgment of a court of competent jurisdiction, jurisdiction to have resulted from (i) the willful misconduct or if gross negligence of such Indemnified Liabilities result from any action, suit Party or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damagesii) against such Indemnitee for a material breach an action commenced by such Indemnitee of its obligations under any Credit Document that is determined Indemnified Party against a Loan Party and which action results in a final judgment in favor of such Credit Party by a final, non-appealable judgment Loan Party. The obligations of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Loan Parties under this Section 10.3 apply but are unenforceable in whole or in part because they are violative shall survive the termination of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay this Agreement and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themthe Loans. (b) To the extent that a Borrower fails to pay any amount required to be paid by it to the Applicable Agent or a Fronting Bank under Section 9.5 or paragraph (a) of this Section, each Lender severally agrees to pay to the Applicable Agent or the Fronting Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Applicable Agent or the Fronting Bank in its capacity as such. (c) To the extent permitted by Applicable Lawapplicable law, no Credit Party Loan Party, Agent or any of the Lenders shall assert, and each Credit Party Loan Party, Agent and Lender hereby waives, any claim against each any other Loan Party, Agent or any Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or therebyhereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not except to xxx upon any the extent such claim or any such damages, whether or not accrued and whether or not known or suspected damages would otherwise be subject to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyindemnity hereunder.

Indemnity. Each party (a“Indemnifying Party”) In addition to shall indemnify and defend the payment other party (“Indemnified Party”) against any costs, expenses (including reasonable attorneys’ fees whether arising out of expenses pursuant to Section 10.2, whether a third-party claim or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”in enforcing this indemnification), from claims, judgments, settlements and against damages (including all damages awarded to any and all person or entity other than the parties payable by Indemnified LiabilitiesParty, but in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any cases only Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for Party’s direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to: (i) the inaccuracy or breach of any of the representations, warranties or covenants of Indemnifying Party in this Agreement, and (ii) any breach by Indemnifying Party of any applicable laws, regulations and rules (and such breach is unknown to the Indemnified Party); provided in each case that the indemnification arises out of the administration of the Program and that the Indemnified Party gives prompt notice to Indemnifying Party of any possible claim for indemnification under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, promptly after the transactions contemplated hereby or thereby, any Loan or the use Indemnified Party becomes aware of the proceeds thereof or any act or omission or event occurring in connection therewithsuch possible claim, and each Credit permits Indemnifying Party hereby waivesto control the defense and settlement, releases and agrees not if any, of any action brought by any person or entity other than a party relating to xxx upon any such claim with counsel of its choosing at Indemnifying Party’s expense; and provided further that any delay by Indemnified Party in notifying Indemnifying Party shall not relieve Indemnifying Party from any liability or obligation under this Agreement unless (and then solely to the extent) Indemnifying Party is damaged thereby. If Indemnifying Party shall fail to promptly and diligently defend any such damagesaction after notice, whether or not accrued Indemnified Party may re-assume the defense and whether or not known or suspected to exist settlement of such action. Indemnified Party shall cooperate in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients defense of any information or other materials distributed by it through telecommunicationsclaim for which Indemnifying Party is indemnifying hereunder, electronic or other information transmission systems in connection with this Agreement or at the other Credit Documents or expense of Indemnifying Party, except the transactions contemplated hereby or therebyIndemnified Party shall bear the expense of the time of its own employees.

Indemnity. Each Loan Party shall and does hereby jointly and severally indemnify and defend Agent, Lenders, and their respective successors and assigns, and their respective directors, officers, employees, consultants, attorneys, agents and affiliates (aeach an “Indemnitee”) In addition to from and against all liabilities, losses, damages, expenses, penalties, claims, actions and suits (including, without limitation, related reasonable attorneys’ fees and the payment allocated costs of expenses pursuant to Section 10.2in-house legal counsel) of any kind whatsoever arising, whether directly or not indirectly, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with this Agreement, the other Debt Documents or any of the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and or thereby (the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “IndemniteeIndemnified Liabilities”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that that, no Credit Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of In no event shall any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, Indemnitee be liable on any theory of liability, liability for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contractincluding, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or therebywithout limitation, any loss of profits, business or anticipated savings). Each Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees (and shall cause each other Loan Party to waive, release and agree) not to xxx upon any such claim for any special, indirect, consequential or any such punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above This provision shall be liable for any damages arising from survive the use by unintended recipients termination of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party CME agrees to defend indemnify, pay and hold harmless indemnify each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and Signing Stockholder against any and all Indemnified Liabilitiesloss, liability, claim and damage arising out of any untrue statement of a material fact contained in the Registration Statement or any Prospectus (or any amendment thereto) or the omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in all caseslight of the circumstances under which they were made, whether not misleading; provided, however, that this indemnity shall not apply to any loss, liability, claim or not caused damage to the extent arising out of any untrue statement or omission made in reliance upon and in conformity with information furnished to CME by or arisingon behalf of a Signing Stockholder for use in the Registration Statement or any Prospectus (or any amendment thereto). (ii) Each Signing Stockholder agrees to indemnify CME, and each person, if any, who controls CME within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in Section 8.11(d)(i) but only with respect to untrue statements or omissions made in the Registration Statement or any Prospectus (or any amendment thereto) in reliance upon and in conformity with information furnished in writing to CME by or on behalf of such Signing Stockholder for use in the Registration Statement or any Prospectus (or any amendment thereto). (iii) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any Proceeding commenced against it in respect of which indemnity may be sought under this Section 8.11(d), but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability except to the extent the indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in whole each case subsequently incurred by such indemnified party, in connection with the defense thereof, unless the indemnifying party has failed or is failing to vigorously defend such claim; provided, however, that the indemnifying party shall not, in part, connection with any one such Proceeding or separate but substantially similar actions or Proceedings arising out of the negligence same general allegations, be liable for the fees and expenses of such Indemnitee; provided that no Credit Party shall have more than one separate firm of attorneys at any obligation time for all indemnified persons. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any Indemnitee hereunder judgment with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence Proceeding, commenced or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionthreatened, or if such Indemnified Liabilities result from any action, suit or proceeding claim whatsoever in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee respect of its obligations which indemnification is sought under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages8.11(d) (whether or not the claim therefor is based on contractindemnified parties are actual or potential parties thereto), tort unless such settlement, compromise or duty imposed by any applicable legal requirementconsent (i) includes an unconditional release of each indemnified party from all liability arising out ofof such Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened Proceeding in respect of which any indemnification is sought under this Section 8.11(d). (iv) If the indemnification provided for in this Section 8.11(d) from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages or liabilities referred to in this Section 8.11(d), the indemnifying party, in connection withlieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result ofof such losses, claims, damages, liabilities or expenses, in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred such proportion as is appropriate to herein or therein, reflect the transactions contemplated hereby or thereby, any Loan or the use relative fault of the proceeds thereof or any act or omission or event occurring in connection therewith, indemnifying party and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems indemnified party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (v) The obligations of CME and each Signing Stockholder under this Agreement or Section 8.11(d) shall survive the other Credit Documents or the transactions contemplated hereby or therebycompletion of any offering of Registrable Stock pursuant to any Registration Statement.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$100,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.

Indemnity. (a) In addition to The Debtor hereby indemnifies and holds harmless the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender Intermediary and the Collateral Administrator and their respective Affiliates and each of their and their Affiliates’ respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-representatives and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”collectively the Collateral Party Indemnitees), from and against any and all Indemnified Liabilitiesloss, claim, damage, liability or related expense, joint or several, or any action in all casesrespect thereof, to which the Collateral Party Indemnitees may become subject, whether commenced or not caused threatened, insofar as such loss, claim, damage, expense, liability or action arises out of or is based upon the execution, delivery or performance of this Agreement or following any instructions given by the Debtor, but excluding any such loss, claim, damage, expense, liability or arising, in whole or in part, action arising out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct of that Indemniteethe Collateral Parties, and shall reimburse the Collateral Party Indemnitees promptly upon demand for any reasonable and documented legal or other expenses incurred by the Collateral Party Indemnitees in each case connection with investigating or preparing to defend or defending against or appearing as determined by a finalthird party witness in connection with any such loss, non-appealable judgment of a court of competent jurisdictionclaim, damage, liability or related expense or action as such expenses are incurred. The Security Agent hereby indemnifies and holds harmless Collateral Party Indemnitees against any loss, claim, damage, expense or liability, joint or several, or if such Indemnified Liabilities result from any actionaction in respect thereof, suit or proceeding in contract brought by a Credit to which the Collateral Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damagesmay become subject, whether commenced or not accrued and whether threatened, insofar as such loss, claim, damage, expense, liability or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems action arises in connection with this Agreement Agreement, but excluding any such loss, claim, damage, expense, liability or action arising out of (a) any instruction, request or other communication given by the Debtor or (b) the bad faith, gross negligence or willful misconduct of the Collateral Parties, and shall reimburse the Collateral Party Indemnitees promptly upon demand for any reasonable and documented legal or other Credit Documents expenses incurred by the Collateral Party Indemnitees in connection with investigating or the transactions contemplated hereby preparing to defend or therebydefending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$1,000,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.

Indemnity. In connection with any action taken by Trustee, Beneficiary and/or any Indemnitee pursuant to this Deed of Trust, Trustee, Beneficiary, and/or any such Indemnitee and their respective Indemnified Parties shall not be liable for any Loss sustained by Trustor resulting from (a) In addition to an assertion that Beneficiary, or any such Indemnitee or an Indemnified Party has received funds from the payment operations of expenses pursuant to Section 10.2the Trust Property claimed by third Persons, or (b) any act or omission of Trustee, Beneficiary, or any such Indemnitee or any such Indemnified Party in administering, managing, operating or controlling the Trust Property, including in either case such Loss as may result from the ordinary negligence of Trustee and/or Beneficiary or any other Lender or an Indemnified Party, or which may result from strict liability, whether under applicable law or not otherwise, unless such Loss is caused by the transactions contemplated gross negligence, willful misconduct or bad faith of Trustee, Beneficiary and/or such other Lender or such Indemnified Party, nor shall Trustee, Beneficiary and/or any other Lender or an Indemnified Party be obligated to perform or discharge any obligation, duty or liability of Trustor. Trustor shall and does hereby shall be consummatedagree to indemnify Trustee and/or Beneficiary and each of the other Lenders and their respective Indemnified Parties for, and to hold Trustee, Beneficiary and each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and such other Lender and the officerseach Indemnified Party harmless from, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Losses which may or might be incurred by Trustee and/or Beneficiary or any of such other Lenders or such Indemnified LiabilitiesParties by reason of this Deed of Trust or the exercise of rights or remedies hereunder, in all casesincluding such Losses as may result from the ordinary negligence of Trustee, Beneficiary or any other Lender or an Indemnified Party, or which may result from strict liability, whether under applicable law or not otherwise, unless such Loss is caused by the gross negligence, willful misconduct or arisingbad faith of Trustee, in whole Beneficiary or in partsuch other Lender or such Indemnified Party. Should Trustee, out Beneficiary and/or any other Lender or an Indemnified Party make any expenditure on account of any such Losses, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be a demand obligation (which obligation Trustor hereby expressly promises to pay) owing by Trustor to Trustee and/or Beneficiary and shall bear interest from the date expended until paid at the Post-Default Rate, shall be a part of the negligence Obligations and shall be secured by this Deed of such Indemnitee; provided that no Credit Party shall have Trust and the other Loan Documents. Trustor hereby assents to, ratifies and confirms any obligation to any Indemnitee hereunder and all actions of Trustee and/or Beneficiary with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct Trust Property taken under this Deed of that IndemniteeTrust. The liabilities of Trustor, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative 7.18, shall survive the termination of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay this Deed of Trust and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use performance of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyObligations.

Indemnity. (a) In addition to the payment 19.1 Unless a party’s liability is otherwise limited or excluded in other sections of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummatedthis Agreement, each Credit Party agrees to defend indemnify, pay party (the “Indemnifying Party”) will indemnify and hold save harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender other party (each, an the “IndemniteeIndemnified Party”), ) from and against any all losses, damages, claims, demands, suits and all Indemnified liabilities (including court costs and reasonable attorney’s fees) (collectively, the “Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation ”) to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings Liabilities arise out of or result from (a) bodily injuries or death to defendpersons or damage to tangible property proximately caused by the Indemnifying Party’s negligent or willful misconduct acts or omissions, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative those of any law or public policy, persons furnished by the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result ofIndemnifying Party, or in any way related to, arising out of Indemnifying Party’s performance or failure of performance of this Agreement Agreement; (b) any improper or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the unauthorized use of the proceeds thereof Licensed Trademarks by the Indemnifying Party or any act of its Affiliates; (c) assertions made by persons furnished by the Indemnifying Party under Workers’ Compensation or omission similar acts; or event occurring in connection therewith(e) claims from the Indemnifying Party’s customers for warranty service, breach of warranty, and each Credit representations made by the Indemnifying Party hereby waivesor otherwise arising out of the Indemnifying Party’s transactions or other dealings with Resellers or End Users. At Indemnified Party’s request, releases Indemnifying Party agrees to defend the Indemnified Party against any such claims, demands or suits at the Indemnifying Party’s expense, but the Indemnified Party in such event shall have the right to be represented in such action at its expense with advisory counsel of its choice. The Indemnified Party agrees to notify the Indemnifying Party in writing within a reasonable time of any written claims or demands against the indemnified Party for which the Indemnifying Party is responsible under this Section and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from cooperate with the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems Indemnifying Party in connection with the defense of such action. 19.2 This provision shall survive the termination of this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. (a) In addition The relevant Credit Party shall indemnify each Lender and each Agent (each a “Finance Party”) for the full amount of Taxes that such Credit Party should have withheld, but failed to the payment of expenses withhold, pursuant to Section 10.24.10.1 and Other Taxes (including, whether without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.10) paid by such Finance Party and any liability (including interest and penalties, if any) arising therefrom or not with respect thereto. (i) In the transactions contemplated hereby event a claim against any Finance Party arises that is covered by the indemnity provisions of this Section 4.10.3, notice shall be consummatedgiven promptly by such Finance Party to the Parent Borrower (with a copy to the Administrative Agent). (ii) If the relevant Credit Party would be liable for the entire amount of such claim pursuant to this Section 4.10.3, each then the relevant Credit Party and the Parent Borrower shall have the right to contest and defend by all appropriate legal proceedings any such third-party claim and to control all settlements of any such third-party claim (unless such Finance Party agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilitiessuch third-party claims at the sole cost and expense of Parent Borrower, as the case may be; provided, however, that the Parent Borrower may not effect any settlement that could result in any cost, expense or liability to any Finance Party unless such Finance Party consents in writing to such settlement, which consent shall not be unreasonably withheld. Any Finance Party may select and engage counsel to participate in any defense, in all cases, whether or not caused by or arising, in whole or in part, out which event such counsel shall be at the sole cost and expense of the negligence party selecting and engaging such counsel. In connection with any such claim, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. (iii) If the relevant Credit Party would be liable for only a portion of such Indemnitee; provided that no claim pursuant to this Section 4.10.3, then the relevant Credit Party and the Parent Borrower shall have the right to consult with such Finance Party regarding such claim, any obligation settlement and the selection of lead counsel to defend such claim. (iv) If any Indemnitee hereunder Finance Party shall become aware that it is or may be entitled to receive a refund, credit or reduction (including interest and penalties, if any) in respect of Taxes or Other Taxes, it promptly shall notify the relevant Credit Party of the availability of such refund, credit or reduction and shall, within thirty (30) days after receipt of a request by the relevant Credit Party and the Parent Borrower pursue or timely claim such refund, credit or reduction at the relevant Credit Party’s expense. If any Finance Party receives a refund or realizes a credit or reduction in tax in respect of any Taxes or Other Taxes withheld by the relevant Credit Party or for which such Finance Party has received payment from the relevant Credit Party hereunder, it promptly shall repay the amount of such refund to the relevant Credit Party, net of all out-of-pocket expenses of such Finance Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to any Indemnified Liabilities such refund); provided, that the relevant Credit Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a relevant Credit Party for direct damages (as opposed to specialplus any penalties, indirect, consequential interest or punitive damagesother charges imposed by the relevant Governmental Authority) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Administrative Agent or any of themsuch Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2Contractor will defend, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless iCAD and its affiliates, and each Agentof their directors, Issuing Bank and Lender and the officers, partnersemployees and agents (collectively, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an the “IndemniteeIndemnified Parties”), from and against any and all Indemnified Liabilitiesclaims, in all caseslosses, whether liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising from or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation relating to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeclaim, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit action or proceeding in contract (each a “Claim”) brought by a Credit Party for direct damages any third party based upon: (as opposed to speciala) any actual or alleged breach of Contractor’s representations, indirect, consequential warranties or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless covenants set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Agreement or any of them. personal injury, death or damage to property caused by Contractor or its personnel; or (b) To actual or alleged infringement, violation or misappropriation of any third-party patent, copyright, trademark, trade secret or other intellectual property or proprietary right by any Services or Deliverable. Contractor will use counsel reasonably satisfactory to the extent permitted by Applicable LawIndemnified Parties to defend each Claim. Contractor will at all times keep the Indemnified Parties advised of the status of each Claim and the defense of such Claim. The Indemnified Parties will cooperate (at Contractor’s cost) with Contractor in the defense. Any Indemnified Party may participate in the defense at its own expense. If at any time any Indemnified Party reasonably determines that any Claim might adversely affect any Indemnified Party, no Credit such Indemnified Party shall assertmay take control of the defense of the Claim at such Indemnified Party’s expense (without limiting Contractor’s indemnification obligations), and each Credit in such event such Indemnified Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed its counsel will proceed diligently and in good faith with such defense. Contractor will not consent to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients entry of any information judgment or other materials distributed by it through telecommunicationsenter into any settlement without the Indemnified Parties’ prior written consent, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebywhich may not be unreasonably withheld. Contractor’s duty to defend is independent of its duty to indemnify.

Indemnity. (a) In addition to 5.3.1 Liability under this Article 5.3 is exempt from the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby general limitations on liability found in Article 5.2. 5.3.2 The Parties shall be consummated, each Credit Party agrees to defend at all times indemnify, pay defend, and hold the other Party harmless each Agentfrom, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilitiesdamages, in losses, claims, including claims and actions relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all cases, whether or not caused other obligations by or arisingto third parties, in whole or in part, arising out of or resulting from the other Party’s action or failure to meet its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party. 5.3.3 If an indemnified person is entitled to indemnification under this Article as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under this Article, to assume the defense of such Indemnitee; a claim, such indemnified person may at the expense of the indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim. 5.3.4 If an indemnifying party is obligated to indemnify and hold any indemnified person harmless under this Article, the amount owing to the indemnified person shall be the amount of such indemnified person’s actual loss, net of any insurance or other recovery. 5.3.5 Promptly after receipt by an indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided that no Credit for in this Article may apply, the indemnified person shall notify the indemnifying party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the indemnifying party. 5.3.6 The indemnifying Party shall have the right to assume the defense thereof with counsel designated by such indemnifying Party and reasonably satisfactory to the indemnified person. If the defendants in any obligation such action include one or more indemnified persons and the indemnifying Party and if the indemnified person reasonably concludes that there may be legal defenses available to it and/or other indemnified persons which are different from or additional to those available to the indemnifying Party, the indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an indemnified person or indemnified persons having such differing or additional legal defenses. 5.3.7 The indemnified person shall be entitled, at its expense, to participate in any Indemnitee hereunder with respect such action, suit or proceeding, the defense of which has been assumed by the indemnifying Party. Notwithstanding the foregoing, the indemnifying Party (i) shall not be entitled to assume and control the defense of any Indemnified Liabilities such action, suit or proceedings if and to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteethat, in each case as determined by a finalthe opinion of the indemnified person and its counsel, non-appealable judgment such action, suit or proceeding involves the potential imposition of a court of competent jurisdictioncriminal liability on the indemnified person, or if there exists a conflict or adversity of interest between the indemnified person and the indemnifying Party, in such Indemnified Liabilities result from event the indemnifying Party shall pay the reasonable expenses of the indemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To without the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use consent of the proceeds thereof indemnified person, which shall not be reasonably withheld, conditioned or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebydelayed.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct of that Indemniteemisconduct, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, of that Indemnitee or if such Indemnified Liabilities result from any actionits directors, suit officers, affiliates or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionemployees. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party Holdings and Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition Borrower shall, and shall cause each Pledging Affiliate, to the payment of expenses pursuant indemnify FHLBank, defend with counsel acceptable to Section 10.2FHLBank, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold FHLBank harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against all losses, damages, claims, causes of action, liabilities, penalties, fines, costs, and expenses, including reasonable attorney fees and litigation expenses, that FHLBank suffers, pays, or incurs as a result of any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence following: (i) the origination of such Indemnitee; provided any mortgage loan included in Mortgage Collateral that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable has resulted in whole or in part because they are violative from violations of Applicable Laws, including (without limitation) those governing such origination, any law or public policy“predatory lending” laws, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.such mortgage loan otherwise does not comply in any other respect with Applicable Laws; (bii) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, Laws impose liability on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, FHLBank as a result ofof its holding a security interest on or becoming the owner of any item of Mortgage Collateral, or in including (without limitation) any way liability related to, to a release of a Hazardous Material at property that is security for any part of the Mortgage Collateral; (iii) FHLBank’s exercise and/or enforcement of its rights under this Agreement Agreement; (iv) Borrower’s or any Credit Document Pledging Affiliate’s failure to perform any of its obligations hereunder when due; (v) Any of Borrower’s or Pledging Affiliate’s representations or warranties are untrue as of the time made or deemed made; or (vi) Borrower’s or any agreement Pledging Affiliate’s loss or instrument contemplated hereby or thereby or referred to herein or thereindestruction of any document that is a part of Mortgage Collateral, the transactions contemplated hereby or therebyincluding without limitation, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebypromissory note.

Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS (aAS HEREIN DEFINED) In addition to the payment of expenses pursuant to Section 10.2THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON OTHER THAN ANOTHER INDEMNITEE, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such IndemniteeINCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided however, that in no Credit Party event shall any party to a Loan Document have any obligation thereunder to any indemnify or hold harmless an Indemnitee hereunder with respect to any Indemnified Liabilities a Claim to the extent that such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, Claim (x) is determined in each case as determined by a final, non-appealable judgment of by a court of competent jurisdiction, or if such Indemnified Liabilities jurisdiction to result from any actionthe gross negligence, suit bad faith or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against willful misconduct of such Indemnitee for a material breach by or such Indemnitee of Indemnitee’s affiliates and its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliatesofficers, directors, employees, attorneys, agents or sub-advisors and agents, on any theory of liability, for special, indirect, consequential or punitive damages ; (as opposed to direct or actual damagesy) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising arises out of, or in connection with, as a result ofany Claim, litigation, investigation or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any proceeding that does not involve an act or omission by the Borrowers or event occurring in connection therewith, any of its or their respective affiliates and each Credit Party hereby waives, releases and agrees not to xxx upon that is brought by any such claim indemnified person against any other indemnified person (other than an Indemnitee acting in its capacity as agent, arranger or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems similar role in connection with the Loans unless such claim would otherwise be excluded pursuant to clause (x) above) and (z) settlements effected without Borrower Agent’s prior written consent (not to be unreasonably withheld or delayed), but no consent of Borrowers shall be required if an Event of Default has occurred and is continuing, provided that, Borrowers shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by Borrowers to such Indemnitee to the extent any of the foregoing items in clause (x) through (z) above occurs. The foregoing shall be limited, in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and if necessary, one local counsel in any relevant jurisdiction (and, in the case of a conflict of interest, one additional counsel to the affected indemnified persons, taken as a whole, and if reasonably necessary, one local counsel in any relevant jurisdiction), in each case, excluding allocated costs of in-house counsel, arising out of or relating to this Agreement Agreement, the Borrowers’ use or proposed use of proceeds of the Loans or the commitments and any other Credit Documents or the transactions contemplated hereby or thereby.connected therewith

Indemnity. (a) In addition Except to the payment extent caused by Sublandlord, Landlord or any of expenses pursuant to Section 10.2their respective agents, whether employees, contractors or not the transactions contemplated hereby representatives, Subtenant shall be consummated, each Credit Party agrees to defend indemnify, pay defend and hold harmless each AgentSublandlord and Landlord from and against all claims, Issuing Bank demands, lawsuits, liabilities, losses, damages, fines, penalties, costs and Lender expenses (including, without limitation, reasonable attorneys’ fees and litigation expenses) arising or resulting from: (i) Subtenant’s use of the officersSubleased Premises; or (ii) any act, partners, members, directors, trustees, advisorsnegligence or willful misconduct of Subtenant or any of its Affiliates, employees, agents, sub-agents and Affiliates of each Agentsubtenants, Issuing Bank and each Lender (eachcontractors, an “Indemnitee”)representatives, from and against guests or invitees in or about the Project. Subtenant shall not have the right to make any and all Indemnified Liabilities, in all cases, whether admission or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative statement on behalf of any law or public policy, the applicable Credit Party shall contribute the maximum portion party that it is permitted required to pay indemnify under this section or to bind any such indemnified party without its prior written approval, which approval may be withheld in the indemnified party’s sole and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themabsolute discretion. (b) To Except to the extent permitted caused by Applicable LawSubtenant, no Credit Party shall assert, and each Credit Party hereby waives, Landlord or any claim against each Lender, each Agent, Issuing Bank, Arranger and of their respective Affiliates, directorsagents, employees, attorneyscontractors or representatives, agents Sublandlord shall indemnify, defend and hold harmless Subtenant from and against all third-party claims and resulting demands, lawsuits, liabilities, and losses arising or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or resulting from the use of the proceeds thereof Common Areas by Sublandlord or any act of its Affiliates, employees, agents, subtenants, contractors, representatives, guests or omission invitees. Sublandlord shall not have the right to make any admission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not statement on behalf of any party that it is required to xxx upon indemnify under this section or to bind any such claim indemnified party without its prior written approval, which approval may be withheld in the indemnified party’s sole and absolute discretion. (c) The provisions of this section shall survive the expiration or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients termination of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebySublease.

Indemnity. (a) In addition Subject to the payment limitation of expenses pursuant liability set out in Section 7.3 (and in the case of Canoe, subject to Section 10.27.1), each Party (an "Indemnifying Party") shall indemnify, defend (at its expense) and hold the other Party (the "Indemnified Party") and its directors, officers, employees, contractors and agents (collectively, the "Indemnitees") harmless in respect of any action, claim, demand, cost, charge, losses, and expenses (including legal costs on a substantial indemnity basis), whether or not well-founded, ("Losses") brought against or suffered by the transactions contemplated hereby shall be consummatedIndemnitees arising out of or related to: (i) claims for bodily injury, each Credit Party agrees including death, and claims asserted by third parties for bodily injury, including death; (ii) claims for loss or damage to defend indemnifytangible property, pay and hold harmless each Agentclaims asserted by third parties for loss or damage to tangible property; or (iii) any breach of the Indemnifying Party's obligations, Issuing Bank and Lender and representations or warranties in the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or Agreement; except to the extent that such Losses were not caused by the Indemnifying Party or arising, any person for whom it was responsible. The foregoing indemnity shall be conditional upon the Indemnified Party notifying the Indemnifying Party as soon as is reasonably practicable in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative circumstances of any law Losses in respect of which this indemnity may apply and of which the Indemnified Party has knowledge, and the Indemnitee cooperating with the Indemnifying Party in the defence of any such claim or public policy, action. No such claim or action shall be settled or compromised by the applicable Credit Indemnifying Party shall contribute without the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themParty's prior written consent. (b) To The indemnity obligations hereunder will be enforceable without right of set-off or counterclaim as against the extent permitted by Applicable LawIndemnitee. The Indemnifying Party will, no Credit Party shall assertupon payment of an indemnity in full under this Agreement, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed be subrogated to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use all rights of the proceeds thereof or any act or omission or event occurring in connection therewith, Indemnitee with respect to the claims and each Credit Party hereby waives, releases and agrees not defences to xxx upon any which such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyindemnification relates.

Indemnity. Each Loan Party shall and does hereby jointly and severally indemnify and defend Agent, Lenders, and their respective successors and assigns, and their respective directors, officers, employees, consultants, attorneys, agents and affiliates (aeach an “Indemnitee”) In addition to from and against all liabilities, losses, damages, expenses, penalties, claims, actions and suits (including, without limitation, related reasonable attorneys’ fees and the payment allocated costs of expenses pursuant to Section 10.2in-house legal counsel) of any kind whatsoever arising, whether directly or not indirectly, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with this Agreement, the other Debt Documents or any of the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and or thereby (the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “IndemniteeIndemnified Liabilities”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that that, no Credit Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of In no event shall any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, Indemnitee be liable on any theory of liability, liability for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contractincluding, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or therebywithout limitation, any loss of profits, business or anticipated savings). Each Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees (and shall cause each other Loan Party to waive, release and agree) not to xxx sxx upon any such claim for any special, indirect, consequential or any such punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above This provision shall be liable for any damages arising from survive the use by unintended recipients termination of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2Each party shall defend, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentthe other party and such other party’s Affiliates, Issuing Bank and Lender and the employees, officers, partners, members, directors, trustees, advisors, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) resulting from or arising in connection with the breach by the indemnifying party of any of its representations, warranties, covenants or obligations contained in this Agreement. If any action, suit, proceeding (including, but not limited to, any govermnental investigation), claim or dispute (collectively, a “Proceeding”) is brought or asserted against a party for which indemnification is sought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and all in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified LiabilitiesParty to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all cases, whether or not caused attorney’s fees and expenses shall be borne by or arising, the Indemnifying Party (except as specified below) and the Indemnifying Party shall in whole or in part, out good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the negligence of such Indemnitee; provided that no Credit Proceeding, the Indemnified Party shall have the right to employ separate counsel in any obligation such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any Indemnitee hereunder violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any Indemnified Liabilities compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay indemnify and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole the Indemnified Party from any loss, expense or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities liability incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Indemnified Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result ofof a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, or in any way related towriting, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, assume the transactions contemplated hereby or thereby, any Loan or the use defense of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyproceeding.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2Either Party will defend, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay save and hold harmless each Agent, Issuing Bank and Lender the other Party and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents affiliates, distributors, franchisees and Affiliates employees of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), the other Party from and against any and all third party claims. demands, liabilities, costs or expenses, Including reasonable attorneys' fees ("Liability"), resulting from the Indemnifying Party's material breach of any duty, representation, or warranty of this Agreement. If a Party entitled to indemnification hereunder (the "Indemnified LiabilitiesParty") becomes aware of any matter it believes is indemnifiable hereunder involving any claim action, in suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an 'Action'), the Indemnified Party shall give the other Party (the "Indemnifying Party") prompt written notice of such Action. Such notice shall (i) provide the basis on which Indemnification is being asserted and (ii) be accompanied by copies of all casesrelevant pleadings, whether or not caused by or arising, in whole or in part, out demands. and other papers related to the Action and In the possession of the negligence of such Indemnitee; provided that no Credit Indemnified Party. The Indemnifying Party shall have any obligation a period of ten (10) days after delivery of such notice to respond. If the Indemnifying Party elects to defend the Action or does not respond within the requisite ten (10) day period, the Indemnifying Party shall be obligated to defend the Action, at Its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party shall have the right to participate fully, at its own expense. In the defense of such Action. If the Indemnifying Party responds within the required ten (10) day period and elects not to defend such Action. The Indemnified Party shall be free, without prejudice to any Indemnitee hereunder of the Indemnified Party's rights hereunder, to compromise or defend (and control the defense of) such Action. In such case, the Indemnifying Party shall cooperate, at its own expense, with respect to any the Indemnified Liabilities to Party and its counsel in the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) defense against such Indemnitee for a material breach by such Indemnitee of Action and the Indemnifying Party shall have the right to participate fully, at its obligations under any Credit Document that is determined in favor own expense, In the defense of such Credit Party by a finalAction. Any compromise or settlement of an Action shall require the prior written consent of both Parties hereunder, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees such consent not to xxx upon any such claim be unreasonably withheld or any such damagesdelayed. Acknowledgment. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, whether or not accrued and whether or not known or suspected to exist in its favorVOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyTHE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party The Company agrees to defend indemnify, pay indemnify and hold harmless each AgentPurchaser and its Affiliates and each of their respective officers and directors, Issuing Bank and Lender each person who controls such Purchaser within the meaning of the Exchange Act and the officersregulations thereunder, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”)to the fullest extent lawful, from and against any and all Indemnified Liabilitiesactions, suits, claims, proceedings, costs, losses, liabilities, damages, expenses (including reasonable attorneys’ fees and disbursements), amounts paid in all casessettlement and other costs (collectively, whether or not caused by or arising, in whole or in part, “Losses”) arising out of or resulting from (1) subject to the negligence standard set forth in Section 5.2, any inaccuracy in or breach of such Indemniteethe Company’s representations or warranties in this Agreement, or (2) the Company’s breach of agreements or covenants made by the Company in this Agreement; provided that no Credit Party Losses shall have not include any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To A party entitled to indemnification hereunder (each, an “Indemnified Party”) shall give written notice to the Company of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Company of its obligations under this Section 3.4 unless and to the extent permitted that the Company shall have been actually prejudiced by Applicable Lawthe failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any such action, no Credit suit, claim or proceeding is brought against an Indemnified Party, the Indemnified Party shall assertbe entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, however, that the Company shall be entitled to assume and conduct the defense thereof, unless the counsel to the Indemnified Party advises such Indemnified Party in writing that such claim involves a conflict of interest (other than one of a monetary nature) that would make it inappropriate for the same counsel to represent both the Company and the Indemnified Party, in which case the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Company (except that the Company shall only be liable for the legal fees and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or group of related actions). If the Company assumes the defense of any claim, all Indemnified Parties shall thereafter deliver to the Company copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Credit Indemnified Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory (upon the Company’s request) the provision to the Company of liability, for special, indirect, consequential or punitive damages (as opposed records and information that are reasonably relevant to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithsuch claim, and each Credit Party hereby waives, releases making employees available on a mutually convenient basis to provide additional information and agrees explanation of any material provided hereunder. The Company shall not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients settlement of any information action, suit, claim or proceeding effected without its written consent; provided, however, that the Company shall not unreasonably withhold or delay its consent. The Company further agrees that it will not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding. (c) The cumulative indemnification obligation of the Company to any Purchaser and its related Indemnified Parties for inaccuracies in or breaches of representations and warranties shall in no event exceed the aggregate purchase price paid by such Purchaser for the Shares purchased pursuant to this Agreement. (d) Any claim for indemnification pursuant to this Section 3.4 for breach of any representation or warranty can only be brought on or prior to the first anniversary of the Closing Date. (e) The indemnity provided for in this Section 3.4 shall be the sole and exclusive monetary remedy of Indemnified Parties after the Closing for any inaccuracy of any representation or warranty of the Company or any breach of any covenant or agreement of the Company contained in this Agreement; provided that nothing herein shall limit in any way any Purchaser’s remedies in respect of fraud by any other materials distributed by it through telecommunications, electronic or other information transmission systems party in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyhereby.

Indemnity. (a) In addition to 7.13.1 To the payment of expenses pursuant to Section 10.2fullest extent permitted by law, whether or not the transactions contemplated hereby Contractor shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentthe City its mayor, Issuing Bank and Lender and the officerscity council members, partners, memberselected officials, directors, trusteesofficers, advisorsmanagers, employees, agentsrepresentatives, sub-agents (including its Construction Project Manager and Affiliates of each AgentArchitect), Issuing Bank and each Lender volunteers (each, collectively “Indemnitees,” individually an “Indemnitee”), ) from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, including any and all Indemnified Liabilitiessuch claim, in all casesdamage, loss, or expense that is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), whether caused by the Contractor’s breach of the Contract or acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by an Indemnitee. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to any Indemnitee. Contractor’s obligation to indemnify, defend and hold harmless an Indemnitee shall not apply to claims, damages, losses or expenses attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property to the extent such claims, damages, losses or expenses are caused by or arising, in whole or in part, out of the sole negligence of such Indemnitee; provided that no Credit Party . 7.13.2 In claims against any person or entity indemnified under this Paragraph 7.13 by an employee of the Contractor, a Subcontractor, any one directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 7.13 shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined not be limited by a finallimitation on amount or type of damages, non-appealable judgment of compensation or benefits payable by or for the Contractor or a court of competent jurisdictionSubcontractor under workers’ compensation acts, disability benefit acts or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent other employee benefit acts. 7.13.3 The Contractor shall ensure that the undertakings to defend, indemnify, pay provisions of this Paragraph 7.13 are included in all contracts and hold harmless set forth in subcontracts for the performance of Work under this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themContract. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party 12.1 The Issuer agrees to defend indemnifyindemnify and save harmless the Agents, pay their respective affiliates and hold harmless each Agenttheir respective directors, Issuing Bank and Lender and the officers, employees, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agentshareholders (collectively, Issuing Bank the "Indemnified Parties" and each Lender (eachindividually, an “Indemnitee”), "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified LiabilitiesParty or in enforcing this indemnity (collectively, the “Claims”), which an Indemnified Party may incur or become subject to or otherwise involved in all cases(in any capacity) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the engagement of the Agent pursuant to this Agreement, whether performed before or after the Issuer’s execution of the Agreement, and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim. 12.2 This indemnity shall not caused be available to any Indemnified Party in relation to any losses, expenses, claims, actions, damages or liabilities incurred by the Issuer are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted primarily from the Indemnified Party’s breach of agreement, gross negligence, fraud or willful misconduct. 12.3 In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party was grossly negligent, fraudulent or guilty of willful misconduct in connection with a Claim in respect of which the Issuer has advanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party will reimburse such funds to the Issuer and thereafter this indemnity will not apply to such Indemnified Party in respect of such Claim. The Issuer agrees to waive any right the Issuer might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. 12.4 If a Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Issuer, the Indemnified Party will give the Issuer prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Issuer will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify will not relieve the Issuer of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Issuer of substantive rights or defences. 12.5 No admission of liability and no settlement, compromise or termination of any Claim will be made without the Issuer’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld; provided, however, that no consent of an Indemnified Party will be required if the Issuer has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise or termination includes an unconditional release of each Indemnified Party from any liability arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or arisingon behalf of any Indemnified Party. Notwithstanding that the Issuer will undertake the investigation and defence of any Claim, in whole or in part, out of an Indemnified Party will have the negligence of such Indemnitee; provided that no Credit Party shall have any obligation right to any Indemnitee hereunder employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Liabilities Party unless: (a) employment of such counsel has been authorized in writing by the Issuer; (b) the Issuer has not assumed the defence of the action within a reasonable period of time after receiving notice of the claim; (c) the named parties to any such claim include both the Issuer and the Indemnified Party and the Indemnified Party will have been advised by counsel to the extent Indemnified Party that there may be a conflict of interest between the Issuer and the Indemnified Party; or (d) there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Issuer; in which case such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor fees and expenses of such Credit counsel to the Indemnified Party by a finalwill be for the Issuer’s account, non-appealable judgment of a court of competent jurisdiction. To the extent provided that the undertakings Issuer shall not be responsible for the fees or expenses of more than one legal firm in any single Jurisdiction for all of the Indemnified Parties. The rights accorded to defend, indemnify, pay and hold harmless set forth the Indemnified Parties hereunder will be in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of addition to any rights an Indemnified Party may have at common law or public policy, otherwise. 12.6 If for any reason the applicable Credit Party shall contribute foregoing indemnification is unavailable (other than in accordance with the maximum portion that it is permitted to pay and satisfy under Applicable Law terms hereof) to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Parties (or any of them. (b) To or is insufficient to hold them harmless, the extent permitted Issuer will contribute to the amount paid or payable by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, Indemnified Parties as a result ofof such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer or the Issuer’s shareholders on the one hand and the Indemnified Parties on the other, or but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Issuer will in any way related to, this Agreement event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use amount in excess of the proceeds thereof or fees actually received by any act or omission or event occurring in connection therewith, and Indemnified Parties hereunder. 12.7 The Issuer hereby constitutes the Agent as trustee for each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or Indemnified Parties of the transactions contemplated hereby or therebyIssuer’s covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

Indemnity. (a) In addition Each Unitholder agrees, individually and not collectively, to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each AgentAD, Issuing Bank its Affiliates and Lender and the their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents directors and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), employees from and against any liabilities, obligations, losses, damages, amounts paid in settlement, penalties, actions, judgments, fines, suits, claims, costs, attorneys' fees, expenses and all Indemnified Liabilitiesdisbursements of any kind ("Losses") which may be imposed upon, incurred by or asserted against any such party in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreement by such party contained herein, in all cases, whether or not caused by or arising, in whole any other Ancillary Agreement or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence certificate or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, document delivered pursuant hereto or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themthereto. (b) To AD agrees to indemnify and hold harmless the extent permitted Unitholders from and against any Losses which may be imposed upon, incurred by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, or asserted against them in any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents manner relating to or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out ofof any untrue representation, in connection with, as a result of, breach of warranty or failure to perform any covenants or agreement by AD contained herein or in any way related tocertificate or document delivered pursuant hereto or thereto. (c) Each indemnifying party (an "Indemnifying Party") also agrees to advance expenses as incurred to the fullest extent permitted under applicable law; provided, however, that the party being indemnified (the "Indemnified Party") provides an undertaking to repay such advances to such party if it is ultimately determined that such Indemnified Party is not entitled to indemnification. Each of the Unitholders and AD will cooperate in the defense of any such matter. The rights of the Indemnified Parties to indemnification under this Agreement Section 9 shall be their sole and exclusive remedy with respect to any breach of any representation or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred warranty contained in this Agreement. Notwithstanding anything to herein or thereinthe contrary contained in this Agreement, the transactions contemplated hereby or thereby, amount to which any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Indemnified Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from entitled pursuant to this Section 9.1 shall be limited to the use Losses actually sustained by unintended recipients such Indemnified Party, net of any information or other materials distributed tax benefits derived by it through telecommunications, electronic or other information transmission systems such Indemnified Party in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyrespect of such Losses.

Indemnity. (ai) In addition to Each of the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated Warrantors hereby shall be consummated, each Credit Party agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each Agentthe Investor, Issuing Bank its Affiliates and Lender its and the their respective employees, officers, partners, members, directors, trusteesand assigns (collectively, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an the “IndemniteeInvestor Indemnified Parties”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach Indemnifiable Losses suffered by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalInvestor Indemnified Parties, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole directly or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinof the other Transaction Documents. Without limiting the generality of the foregoing and regardless of whether such matters have been disclosed in the Disclosure Schedule, the transactions contemplated hereby Warrantors shall also, jointly and severally, indemnify the Investor for any Indemnifiable Losses incurred by such Investor Indemnified Party as a result of or thereby, in connection with any Loan or the use of the proceeds thereof matters set forth on Schedule IV hereof. (ii) Any Party seeking indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”). (iii) If any claim, demand or Liability is asserted by any act third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or omission proceedings brought against the Indemnified Party in respect of matters subject to the indemnity obligations under this Section 7.10. If, after a request to defend any action or event occurring proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist good faith shall be conclusive in its favor. No Indemnitee referred favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to above control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (iv) The maximum aggregate liability of the Warrantors for indemnification to any Investor Indemnified Parties under Section 7.10(i), (ii) and (iii) shall be limited to the Purchase Price and an amount calculated at a simple annual interest rate of eight percent (8%) of such purchase price (the “Indemnification Cap”). (v) Notwithstanding anything to the contrary, (a) the Warrantors shall not be liable for any damages Indemnifiable Losses arising from any opportunity costs; and (b) the use by unintended recipients Warrantors shall not be liable for any Indemnifiable Losses arising under this Section 7.10 unless the aggregate amount of all such Indemnifiable Losses exceeds RMB5,000,000, in which event the Warrantors shall be required to pay or be liable for the full amount of all such Indemnifiable Losses as provided in Section 7.10. (vi) This Section 7.10 shall not be deemed to preclude or otherwise limit in any way the exercise of any information other rights or pursuit of other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with remedies for the breach of this Agreement or the other Credit Documents or the transactions contemplated hereby or therebywith respect to any misrepresentation.

Indemnity. (a) In addition to the payment of expenses pursuant Subject to Section 10.22.7, whether or not the transactions contemplated hereby Contractor shall be consummated, each Credit Party agrees to defend fully indemnify, pay save harmless and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), defend District from and against any and all Indemnified Liabilitiescosts, claims, and expenses incurred by District in all casesconnection with or arising from any claim by a third party for physical damage to or physical destruction of property, whether or not caused by death of or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation bodily injury to any Indemnitee hereunder with respect to any Indemnified Liabilities person, but only to the extent such Indemnified Liabilities arise from caused by (a) the negligence, gross negligence or willful misconduct of that Indemnitee, in each case as determined by Contractor or its agents or employees or others under Contractor’s control or (b) a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee Contractor of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themhereunder. (b) To the extent permitted by Applicable LawSubject to Section 2.7, no Credit Party District shall assertfully indemnify, save harmless and defend Contractor from and against any and all costs, claims, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed expenses incurred by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems Contractor in connection with this Agreement or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any person, but only to the extent caused by (a) the negligence, gross negligence or willful misconduct of District or its agents or employees or others under District’s control or (b) a breach by District of its obligations hereunder. (c) If any claim is brought against a Party (the “Indemnifying Party”), then the other Credit Documents Party (the “Indemnified Party”) shall be entitled to participate in, and, unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnifying Party. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes the transactions contemplated hereby or therebyIndemnified Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. (d) IN NO CIRCUMSTANCES SHALL THE CONTRACTOR OR ANY OF THEIR RESPECTIVE OFFICERS, MEMBERS OR EMPLOYEES BE LIABLE FOR PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR REVENUES OR THE LOSS OR USE OF SUCH PROFITS OR REVENUE, LOSS BY REASON OF PLANT SHUTDOWN OR INABILITY TO OPERATE AT RATED CAPACITY, INCREASED OPERATING EXPENSES OF PLANT OR EQUIPMENT, INCREASED COSTS OF PURCHASING OR PROVIDING EQUIPMENT, MATERIALS, LABOR, SERVICES, COSTS OF REPLACEMENT POWER OR CAPITAL, DEBT SERVICE FEES OR PENALTIES, INVENTORY OR USE CHARGES, DAMAGES TO REPUTATION, DAMAGES FOR LOST OPPORTUNITIES, OR CLAIMS OF ANY OF THE PROJECT COMPANIES’ CUSTOMERS, MEMBERS OR AFFILIATES, REGARDLESS OF WHETHER SAID CLAIM IS BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORY OF LAW. IN ADDITION, WHETHER AN ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, UNDER NO CIRCUMSTANCE SHALL THE INDEMNIFYING PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $1,000,000, MINUS THE AGGREGATE AMOUNT OF ANY PENALTIES PAID BY THE INDEMNIFYING PARTY UNDER THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 6.2(d) SHALL NOT APPLY IN THE CASE OF (A) THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF CONTRACTOR OR DISTRICT OR (B) ANY INDEMNITY CLAIMS AGAINST CONTRACTOR OR DISTRICT RESULTING FROM A CLAIM BY A THIRD PARTY FOR INJURY TO PERSON OR PROPERTY.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$600,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.

Indemnity. Each party (athe "Indemnifying Party") In addition to shall indemnify the payment of expenses pursuant to Section 10.2, whether or not other party (the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and "Indemnified Party") against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the Indemnified LiabilitiesParty may incur as a result of claims in any form by third parties arising from: (x) the Indemnifying Party's acts, in all cases, whether omissions or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation misrepresentations to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defendIndemnifying Party is deemed an agent of the Indemnified Party, indemnifyor (y) the Indemnifying Party's breach of its privacy policy. In addition, pay theglobe shall indemnify Boxlot against any and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policyall claims, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay losses, costs and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawexpenses, no Credit Party shall assertincluding reasonable attorneys' fees, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, which Boxlot may incur as a result of, or of claims in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages form by third parties arising from the use Page Templates or theglobe Marks. In addition, Boxlot shall indemnify theglobe against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which theglobe may incur as a result of claims in any form by unintended recipients third parties arising from Boxlot Banners, Boxlot Content, Boxlot Marks, the Service (excluding the Page Templates or theglobe Marks) or Boxlot's breach of Section 12. 1. The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party notice of the relevant claim, (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) giving the Indemnifying Party the right to control the defense and settlement of any information such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or other materials distributed by it through telecommunications, electronic or other information transmission systems interest without the Indemnified Party's prior written approval. The Indemnified Party shall have the right to participate in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebydefense at its expense.

Indemnity. (a) In addition to 15.1 CCO agrees that from and after the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby Effective Date it shall be consummated, each Credit Party agrees to defend fully indemnify, pay defend and hold harmless each Agentthe City, Issuing Bank its elected officials, officers and Lender and employees (the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “IndemniteeIndemnified Parties”), ) from and against any and all Indemnified Liabilitiesclaims (including losses, in all casesliabilities, whether damages and costs, including reasonable attorneys' fees and court costs) arising from or not caused relating to the performance, or failure to perform, by CCO under this Lease or arising, in whole or in part, out from the removal of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities Removal Billboards by CCO, except to the extent any such Indemnified Liabilities arise from claim is caused by the gross negligence or willful misconduct of that Indemniteethe City or any of the City’s elected officials, in each case as determined by a finalofficers, non-appealable judgment of a court of competent jurisdictionemployees, agents, or if such Indemnified Liabilities result from contractors. The foregoing indemnity obligation shall include, without limitation claims arising from: (i) CCO’s breach of the warranties given in this Lease; (ii) the installation, operation, or maintenance by CCO of the Sign on the Premises; (iii) any actionclaim, demand, threat, suit or proceeding by any third party arising from CCO’s operations with respect to its use of the Premises, the Property or the encroachment on the ROW by CCO, its agents or contractors, including without limitation any claims by any third party of injury to persons or property caused by CCO, or of intellectual property infringement or misappropriation by CCO; or (iv) any claim of economic injury or property damage, including interference with contract or reasonable expectation of economic advantage, by any person with an alleged economic or property interest in contract brought by a Credit Party for direct damages (as opposed or related to specialthe Removal Billboards or the real property on which the Removal Billboards are located. Any provision herein to the contrary notwithstanding, indirect, consequential nothing in this Section 15 shall be deemed to reduce or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its mitigate the City’s indemnity obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative 8. 15.2 The City shall notify CCO promptly of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any third party claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement the foregoing, shall cooperate reasonably with CCO in connection therewith (at CCO's expense), in the defense or settlement of the other Credit Documents or the transactions contemplated hereby or therebyforegoing.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, Arranger, each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Arranger and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities (including any expenses and disbursements related thereto that would otherwise be payable under Section 10.2) to the extent such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct of that Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each LenderArranger, each Agent, Issuing Bank, Arranger Lender and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$20,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.210.02, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each Agent, Issuing Bank and each Lender and the each of their respective Affiliates and officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates controlling persons (if any) of each such Agent, Issuing Bank and each Lender or Affiliates (each, an “Indemnitee”), ) from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise result from the gross negligence or willful misconduct of that such Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are 10.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related toto this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection herewith or therewith, and the Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Credit Party also agrees that no Lender, Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to any Credit Party or any person asserting claims on behalf of or in right of any Credit Party or any other person in connection with or as a result of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and in each case, except in the case of any Credit Party hereby waivesto the extent that any losses, releases and agrees not claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to xxx upon any have resulted from the gross negligence or willful misconduct of such claim Lender, Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any such damages, whether Credit Document or not accrued and whether any agreement or not known instrument contemplated hereby or suspected to exist in its favor. No Indemnitee thereby or referred to above shall be liable herein or therein; provided, however, that in no event will such Lender, Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with or as a result of such Lender’s, Agent’s or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement or the other any Credit Documents Document or the transactions any agreement or instrument contemplated hereby or therebythereby or referred to herein or therein.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Borrower agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and indemnify each Lender (eachParty, an “Indemnitee”)upon demand, from and against any and all Indemnified Liabilitiesliabilities, obligations, broker’s fees, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in all cases, whether or not caused by or arising, this Section collectively called “liabilities and costs”) which to any extent (in whole or in part) may be imposed on, incurred by, or asserted against such Lender Party growing out of, resulting from or in any other way associated with any of the negligence of such Indemnitee; provided that no Credit Collateral, the Loan Documents and the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (whether arising in contract or in tort or otherwise). Among other things, the foregoing indemnification covers all liabilities and costs incurred by any Lender Party shall have any obligation related to any Indemnitee hereunder breach of a Loan Document by a Restricted Person, any bodily injury to any Person or damage to any Person’s property, or any violation or noncompliance with any Environmental Laws by any Lender Party or any other Person or any liabilities or duties of any Lender Party or any other Person with respect to Hazardous Materials found in or released into the environment. provided only that no Lender Party shall be entitled under this Section to receive indemnification for that portion, if any, of any Indemnified Liabilities to the extent liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and nonappealable judgment. If any Person (including Borrower or any of its Affiliates) ever alleges such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeby any Lender Party, the indemnification provided for in each case this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by jurisdiction enters a Credit Party for direct damages (final and nonappealable judgment as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that and effect of the undertakings to defend, indemnify, pay and hold harmless set forth alleged gross negligence or willful misconduct. As used in this Section 10.3 apply the term “Lender Party” shall refer not only to each Person designated as such in Section 1.1 but are unenforceable in whole also to each director, officer, Agent, trustee, attorney, employee, representative and Affiliate of or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law for such Person. Notwithstanding anything to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, contrary in connection with, as a result of, or in any way related tothis Agreement, this Agreement or Section 10.4 shall not apply with respect to any Credit Document or any agreement or instrument contemplated hereby or thereby or referred Taxes aside from those attributable to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebya non-Tax claim.

Indemnity. (ai) In addition to Each of the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated Warrantors hereby shall be consummated, each Credit Party agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each AgentInvestor, Issuing Bank its Affiliates and Lender its and the their respective employees, officers, partners, members, directors, trusteesand assigns (collectively, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an the “IndemniteeInvestor Indemnified Parties”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach Indemnifiable Losses suffered by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalInvestor Indemnified Parties, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole directly or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantor in or pursuant to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinof the other Transaction Documents. Without limiting the generality of the foregoing and regardless of whether such matters have been disclosed in the Disclosure Schedule, the transactions contemplated hereby Warrantors shall also, jointly and severally, indemnify each Investor for any Indemnifiable Losses incurred by such Investor Indemnified Party as a result of or thereby, in connection with any Loan or the use of the proceeds thereof matters set forth on Schedule IV hereof. (ii) Any Party seeking indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”). (iii) If any claim, demand or Liability is asserted by any act third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or omission proceedings brought against the Indemnified Party in respect of matters subject to the indemnity obligations under this Section 7.10. If, after a request to defend any action or event occurring proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist good faith shall be conclusive in its favor. No Indemnitee referred favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to above control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (iv) The maximum aggregate liability of the Warrantors for indemnification to any Investor Indemnified Parties under Section 7.10(i), (ii) and (iii) shall be limited to the purchase price set forth opposite such Investor’s name on Table A of Schedule I attached hereto and an amount calculated at a simple annual interest rate of eight percent (8%) of such purchase price (the “Indemnification Cap”). (v) Notwithstanding anything to the contrary, (a) the Warrantors shall not be liable for any damages Indemnifiable Losses arising from any opportunity costs; and (b) the use by unintended recipients Warrantors shall not be liable for any Indemnifiable Losses arising under this Section 7.10 unless the aggregate amount of all such Indemnifiable Losses exceeds RMB5,000,000, in which event the Warrantors shall be required to pay or be liable for the full amount of all such Indemnifiable Losses as provided in Section 7.10. (vi) This Section 7.10 shall not be deemed to preclude or otherwise limit in any way the exercise of any information other rights or pursuit of other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with remedies for the breach of this Agreement or the other Credit Documents or the transactions contemplated hereby or therebywith respect to any misrepresentation.

Indemnity. (a) In addition to The Company shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay Manager and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, membersits managers, directors, trusteesofficers, advisors, employees, agents, sub-employees and agents and Affiliates of (each Agent, Issuing Bank and each Lender (eachsuch person, an “IndemniteeIndemnified Party”)) against all losses, from claims, actions, suits, damages, penalties, judgments, liabilities and against expenses (including, without limitation, reasonable attorneys’ fees but excluding lost profits, consequential damages and other indirect or special damages and any costs and all Indemnified Liabilitiesexpenses attributable solely to administrative overheads) (collectively, in all cases, whether “Losses”) which any of them may pay or not caused by or arising, in whole or in part, incur arising out of or relating this Agreement or the negligence of services called for herein; provided, however, that such Indemnitee; provided that no Credit Party indemnity shall have any obligation not apply to any Indemnitee hereunder with respect to any Indemnified Liabilities such loss, claim, damage, penalty, judgment, liability or expense attributable to the extent such Manager or any other Indemnified Liabilities arise from Party as a result of the Indemnified Party’s gross negligence or negligence, willful misconduct or material breach of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from its obligations under this Agreement. If any action, suit or proceeding in contract arising from any of the foregoing is brought against any Indemnified Party, the Company will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by a Credit Party for direct damages its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Party) and shall pay all costs of defense as opposed to specialincurred; provided, indirecthowever, consequential or punitive damages) against such Indemnitee for a material breach that if it is finally determined by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction that such Indemnified Party is not entitled to indemnification hereunder, the Indemnified Party shall immediately reimburse the Company all amounts spent by the Company in defense of such Indemnified Party. To Each Indemnified Party shall immediately notify the extent Company of any damage, loss, liability, cost or expense which the Indemnified Party has determined has given or would give rise to a right of indemnification under this Agreement and the Company shall have the exclusive right to compromise or defend any such liability or claim at its own expense, which decision shall be binding and conclusive upon the Indemnified Party. Failure to give such notice shall not relieve the Company of its indemnity under this Agreement; provided, that the undertakings Company shall not be held responsible for any damage, loss, liability, cost or expense resulting from the failure to defend, indemnify, pay and hold harmless set forth give such notice or if such failure results in the forfeiture of substantive rights. The Company’s obligations under this Section 10.3 apply but are unenforceable in whole or in part because they are violative 5(a) shall survive any termination of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themthis Agreement. (b) To The Manager shall indemnify the extent permitted by Applicable Law, no Credit Party shall assert, Company and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, its directors, employeesofficers, attorneysemployees and agents (each such person, agents a “Company Indemnified Party”) against all Losses which any of them may pay or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) incur arising out of, in connection with, of or relating to or as a result ofof the Manager’s gross negligence, willful misconduct or material breach of its obligations under this Agreement; provided, however, that such indemnity shall not apply to any such loss, claim, damage, penalty, judgment, liability or expense attributable to the Company or any other Company Indemnified Party as a result of the Company’s gross negligence, willful misconduct or material breach of its obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Company Indemnified Party, the Manager will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Company Indemnified Party) and shall pay all costs of defense as incurred; provided, however, that if it is finally determined by a court of competent jurisdiction that such Company Indemnified Party is not entitled to indemnification hereunder, the Company Indemnified Party shall immediately reimburse the Manager all amounts spent by the Manager in defense of such Company Indemnified Party. Each Company Indemnified Party shall immediately notify the Manager of any way related todamage, loss, liability, cost or expense which the Company Indemnified Party has determined has given or would give rise to a right of indemnification under this Agreement and the Manager shall have the exclusive right to compromise or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon defend any such liability or claim or any such damagesat its own expense, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above which decision shall be liable binding and conclusive upon the Company Indemnified Party. Failure to give such notice shall not relieve the Manager of its indemnity under this Agreement; provided, that the Manager shall not be held responsible for any damages arising damage, loss, liability, cost or expense resulting from the use by unintended recipients failure to give such notice or if such failure results in the forfeiture of substantive rights. The Manager’s obligations under this Section 5(b) shall survive any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with termination of this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Lead Arranger, the Arranging Agents, the Co- Arrangers, the Co-Syndication Agents, each Lender and their respective affiliates, officers, directors, employees, agents and advisors (aeach, an "Indemnified Party") In addition from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees and expenses of counsel and the allocated cost of internal counsel) which may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with the payment Loans, including without limitation, any transaction in which the proceeds of expenses pursuant any borrowing are or are to Section 10.2be applied, whether or not an Indemnified Party is a party thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by such claim, damage, loss, liability or arising, in whole or in part, out of expense results from the negligence of such Indemnitee; provided Indemnified Party unless and only to the extent that no Credit Party shall have any obligation to any Indemnitee hereunder with respect as to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that IndemniteeParty, it shall be determined in each case as determined by a final, non-appealable judgment of by a court of competent jurisdictionjurisdiction that such losses, claims, damages, liabilities, or if expenses resulted from such Indemnified Liabilities result from Party's gross negligence or willful misconduct. Borrower will not settle or consent to judgment with respect to any actioninvestigation, suit litigation, or proceeding without the prior written consent of the Administrative Agent and any affected Indemnified Party, unless such settlement or consent includes an unconditional release of each such Indemnified Party or unless each Indemnified Party is entitled to be indemnified under this Section 6.09 (which entitlement the Borrower will confirm to such Indemnified Party in contract brought by a Credit writing, if requested). The Borrower shall periodically, upon request, reimburse each Indemnified Party for direct damages its reasonable legal and other actual expenses (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To including the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative costs of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay investigation and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities preparation) incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with any indemnified matter. The Borrower agrees that no Indemnified Party shall have any liability for any indirect or consequential damages in connection with its activities related to the Loans. The reimbursement, indemnity and contribution obligations under this Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, the Administrative Agent, the Lenders and all other Indemnified Party. This Section shall survive any termination of this Agreement or and repayment of the other Credit Documents or the transactions contemplated hereby or therebyObligations.

Indemnity. (a) In addition Obligors hereby agree to protect, indemnify, defend and hold Indemnified Parties and each of them harmless from and against, and, if and to the payment of expenses pursuant extent paid, to Section 10.2reimburse them on demand for, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Environmental Damages. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO A PARTICULAR INDEMNIFIED PARTY TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY. Upon demand by any Indemnified LiabilitiesParty, in all casesObligors shall diligently defend any Environmental Claim which affects the Property or which is made or commenced against such Indemnified Party, whether alone or not caused together with Obligors or any other person, all at Obligors’ own cost and expense and by or arisingcounsel to be approved by such Indemnified Party in the exercise of its reasonable judgment. In the alternative, in whole or in part, out at any time any Indemnified Party may elect to conduct its own defense through counsel selected by such Indemnified Party and at the cost and expense of the negligence of such IndemniteeObligors; provided that no Credit Party that, unless conflicts between Indemnified Parties prevent their representation by a single counsel, Obligors shall have any obligation not be required to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent pay for more than one counsel for such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themParties. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. 8.1 The Company agrees to defend, indemnify and hold Consultant harmless from all claims, demands or causes of action (a“Claim”) In addition for bodily injury, death or property damage by whomsoever made to the payment extent, but only to extent caused by the acts or omissions of expenses Company or Company’s breach of its obligations under this Agreement. 8.2 Consultant agrees to defend, indemnify, and hold the Company harmless from and against any Claim for bodily injury, death or property damage, by whomsoever made to the extent, but only to the extent caused by the acts or omissions of Consultant as Consultant’s breach of his obligations under this Agreement. 8.3 Upon written request by a party entitled to indemnification pursuant to Section 10.2, whether or not this Article 8 (the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from the other party (the “Indemnitor”) shall pay the reasonable expenses incurred in defending any Claim in advance of its final disposition. Each party shall promptly notify the other party of the existence of any claim, or the threat of any claim, to which the Indemnification Obligations might apply. The Indemnitor shall select, manage, and against pay the legal defense costs as a part of the indemnity obligation including any judgment amounts awarded. Each Indemnitee shall have the right, at its option and sole expense, to participate in the defense or claim without relieving the Indemnitor of any obligation hereunder. The Indemnitee shall cooperate and comply with all reasonable requests that the Indemnitor may make in connection with the defense and any settlement of a claim. 8.4 The Indemnification Obligations shall continue after the termination of this Agreement, solely as to Claims arising during the Term of this Agreement, and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out rights associated with the Indemnification Obligations shall inure to the benefit of the negligence successors or assigns of such Indemnitee; provided that no Credit Party the Company and Consultant. 8.5 Neither party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities be liable to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeother party for any consequential, in each case as determined by a finalincidental, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential indirect or punitive damages (as opposed to direct of any kind or actual damages) (whether character suffered by such party, including, but not limited to, loss of use, loss of profit, loss of revenue, loss of product or not the claim therefor is based on contract, tort production whenever arising under this Agreement or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, relating to or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement the work or services hereunder, and no such claim shall be made by either party against the other Credit Documents or the transactions contemplated hereby or therebyparty.

Indemnity. (a) In addition Without limiting any other rights which any Secured Party may have hereunder or under applicable law (including the right to recover damages for breach of contract and the payment of expenses rights pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummatedSections 13.10 and 13.11(b)), each Credit Party Borrower hereby agrees to defend indemnify, pay on a joint and hold harmless several basis, each Agent, Issuing Bank of the Secured Parties and Lender and the officers, partners, members, their respective directors, trustees, advisorsofficers, employees, affiliates, agents, advisors, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender the parent company or holding company that controls such Person (each, an “IndemniteeIndemnified Party”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable external attorneys’ fees and disbursements (which shall be limited to attorneys’ fees and disbursements of one external counsel to the Agent and the Lenders and one local counsel in each applicable jurisdiction) and Taxes awarded against or incurred by such Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent relating to or arising from or as a result of this Agreement or the funding or maintenance of Advances made by a Lender hereunder; provided, however, that the Borrowers shall not be required to indemnify any Indemnified Party to the extent of any amounts (x) resulting from the breach by such Indemnified Liabilities arise Party of any of its duties or obligations under this Agreement, (y) resulting from the gross negligence negligence, fraud or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionsuch Indemnified Party, or if such (z) constituting Excluded Taxes. Any amounts subject to the indemnification provisions of this Section 13.11(a) shall be paid by the Borrowers to the related Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages within ten (as opposed to special, indirect, consequential or punitive damages10) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionBusiness Days following written demand therefor. To the extent that the undertakings to defend, indemnify, pay and hold harmless The provisions set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative 13.11(a) shall survive the termination of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themthis Agreement. (b) To Without limiting any other rights which any Secured Party may have hereunder or under applicable law (including the right to recover damages for breach of contract and the rights pursuant to Sections 13.10 and 13.11(a)), the Master Property Manager hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable external attorneys’ fees and disbursements (which shall be limited to attorneys’ fees and disbursements of one external counsel to the Secured Parties and one local counsel in each applicable jurisdiction) and Taxes awarded against or incurred by such Indemnified Party to the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents relating to or sub-agents, on any theory of liability, for special, indirect, consequential arising from or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result ofof the breach by the Master Property Manager of any of its agreements, duties or in any way related to, obligations under this Agreement or any Credit other Loan Document to which it is a party; provided, however, that the Master Property Manager shall not be required to indemnify any Indemnified Party to the extent of any amounts (x) resulting from the breach by such Indemnified Party of any of its duties or any agreement obligations under this Agreement, (y) resulting from the gross negligence, fraud or instrument contemplated hereby willful misconduct of such Indemnified Party, or thereby or referred (y) constituting Excluded Taxes. Any amounts subject to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use indemnification provisions of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above this Section 13.11(b) shall be liable for any damages arising from paid by the use by unintended recipients Master Property Manager to the related Indemnified Party within ten (10) Business Days following written demand therefor. The provisions set forth in this Section 13.11(b) shall survive the termination of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.210.02, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, Administrative Agent and each Agent, Issuing Bank and Lender and the each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise from the gross negligence negligence, bad faith or willful misconduct of that Indemnitee, in each case as determined by a finalfinal non appealable judgment of a court of competent jurisdiction, (ii) other than in the case of the Administrative Agent and its Related Parties, arise from a material breach of a Credit Document by such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result (iii) shall not have resulted from an act or omission by any actionBorrower, suit any Guarantor or proceeding in contract their respective Affiliates and have been brought by a Credit Party for direct damages an Indemnitee against any other Indemnitee (as opposed to special, indirect, consequential or punitive damages) other than any claims against Administrative Agent acting in such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictioncapacity). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are 10.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger Administrative Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition Without limiting any other provisions hereof, but subject to the payment provisions of expenses pursuant to Section 10.26.3 hereof, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Tenant agrees to defend indemnifydefend, pay protect, indemnify and hold harmless each Agentsave Landlord and its partners, Issuing Bank and Lender and the affiliates, officers, partnersagents, membersservants and employees and Landlord’s management, directorsleasing and redevelopment agents from and against all liability to third parties arising out of the use of the Premises or the acts or omissions of Tenant or its servants, trustees, advisorsagents, employees, contractors, suppliers, workers or invitees. To the extent not prohibited by law and subject to the waiver of subrogation contained in Section 6.3, Landlord and its partners, affiliates, officers, agents, sub-agents servants and Affiliates employees shall not be liable for any damage either to person, property or business resulting from the loss of each Agentthe use thereof sustained by Tenant or by other persons due to the Premises or any part thereof or any appurtenances thereto becoming out of repair, Issuing Bank and each Lender (eachor due to the happening of any accident or event in or about the Premises, an “Indemnitee”)or due to any other person, from and against any and all Indemnified Liabilities, in all cases, whether or not unless caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and except as provided above, shall apply without distinction as to the person whose act or neglect was responsible for the damage and shall apply whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionall personal property upon the Premises, or if such Indemnified Liabilities result from any actionupon loading docks, suit recovering and holding areas, or proceeding in contract brought by a Credit Party for direct damages (as opposed to specialfreight elevators of the Building, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee shall be at the risk of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assertTenant only, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or that Landlord shall not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from loss or damage thereto or theft thereof unless caused by the use by unintended recipients negligence or willful misconduct of any information Landlord or other materials distributed by it through telecommunicationsits agents, electronic employees or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebycontractors.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby 11.1 Novartis shall be consummated, each Credit Party agrees to defend indemnify, pay defend and hold harmless each AgentEmisphere, Issuing Bank and Lender and the officersits affiliates, partners, membersagents, directors, trustees, advisors, employees, agents, sub-agents officers and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), employees from and against any and all Indemnified Liabilitiesloss, damage, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in all caseseach case, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise Losses result from the gross negligence or willful misconduct of that Indemniteeany Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case as determined case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a finalparty seeks indemnification under this Article, non-appealable judgment it shall inform the other party (the “Indemnifying Party”) of a court claim as soon as reasonably practicable after it receives notice of competent jurisdictionthe claim, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assertmonetary consideration), and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages shall cooperate as requested (as opposed to direct or actual damages) (whether or not at the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use expense of the proceeds thereof or any act or omission or event occurring Indemnifying Party) in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients defense of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyclaim.

Indemnity. Without duplication of any of the obligations and liabilities of the Parties set forth in the Indemnity Agreement and without overlap of the scope and subject matter contained in the Indemnity Agreement, Aimia, on the one hand, and Aeromexico, on the other hand (a) In addition to the payment of expenses pursuant to Section 10.2each an “Indemnifying Party”), whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentother Party and any of such other Party’s affiliates, Issuing Bank and Lender and the directors, officers, partners, members, directors, trustees, advisorsshareholders, employees, agentscounsel, sub-agents accountants, financial and Affiliates legal advisors, auditors, consultants or other representatives (collectively, the “Indemnified Party”) harmless from, against and in respect of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilitieslosses, in all casesclaims, whether or not caused by or arisingliabilities damages, in whole or in partpenalties, out interest, costs and expenses, including reasonable counsel fees, costs of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeinvestigation, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assertcosts, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory costs of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) enforcement (whether or not arising in connection with a claim by a taxing authority) but excluding consequential, punitive, exemplary, special, incidental or indirect losses (and for clarity, excluding lost profits or diminution in value measure of damages) (collectively, the claim therefor is “Losses”) any Indemnified Party may incur or suffer, which arise, result from, or relate to the breach or default by the Indemnifying Party under any of the Indemnifying Party’s obligations under this Agreement; provided that, on and after the Effective Date, PLM shall be jointly and severally liable with Aeromexico in respect of the foregoing indemnity obligations, including, without limitation, with respect to payment of the Additional Payment Amount, the Additional Earnout Amount, the Tax Liability and the Additional Tax Liability. No Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost revenue or lost profits, whether based on contract, tort tort, strict liability, other law or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued otherwise and whether or not known arising from another Party’s sole, joint or suspected concurrent negligence, strict liability or other fault. Any Losses incurred by PLM and/or Aeromexico for which Aimia may have indemnification liability pursuant to exist in its favor. No Indemnitee referred to above this paragraph 6(j) shall be liable for any damages arising from the use by unintended recipients calculated net of any information or other materials distributed by it through telecommunicationstax credits, electronic or other information transmission systems in connection with this Agreement or tax refunds and/or deductions from taxable income for the other Credit Documents or the transactions contemplated hereby or therebybenefit of Aeromexico and/or PLM.

Indemnity. 9.1. Each Party (aan “Indemnifying Party”) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend hold harmless, indemnify, pay and hold harmless each Agentdefend the other Party’s elected officials, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender employees (each, an the “IndemniteeIndemnified Party”), from and against any and all Indemnified Liabilitiesclaims, losses or liability, for injuries, sickness or death of persons, including employees of the Indemnifying Party, or damages, arising out of any willful misconduct or negligent act, error, or omission of the indemnifying Party, its officers, agents, or employees, in all casesconnection with the services required by this Agreement, whether provided, however, that: (A) the Indemnifying Party's obligations to indemnify, defend and hold harmless will not extend to injuries, sickness, death, or not damage caused by or arising, in whole resulting from the sole willful misconduct or in part, out sole negligence of the negligence of such IndemniteeIndemnified Party; provided that no Credit Party shall have any obligation and (b) the Indemnifying Party's obligations to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise indemnify, defend and hold harmless for injuries, sickness, death, or damage caused by or resulting from the gross concurrent negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionthe Indemnifying Party and the Indemnified Party, or if such of the Indemnifying Party and a third party other than an elected official, officer, agent, or employee of the Indemnifying Party, will apply only to the extent of the negligence or willful misconduct of the Indemnifying Party’s elected officials, officers, agents, or employees. The Indemnifying Party specifically assumes potential liability for any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents against the Indemnified Liabilities result Party. FOR THIS PURPOSE, EACH INDEMNIFYING PARTY, BY MUTUAL NEGOTIATION, HEREBY WAIVES, WITH RESPECT TO THE INDEMNIFIED PARTY ONLY, ANY IMMUNITY THAT WOULD OTHERWISE BE AVAILABLE TO IT AGAINST SUCH CLAIMS UNDER THE INDUSTRIAL INSURANCE PROVISIONS OF TITLE 51 RCW OR ANY APPLICABLE INDUSTRIAL INSURANCE, DISABILITY, OR EMPLOYEE BENEFIT ACT OF ANY OTHER JURISDICTION THAT WOULD BE APPLICABLE IN CASE OF SUCH A CLAIM. 9.2. Each Party agrees to bear full responsibility for any and all tax liabilities owed that may arise in relation to this Agreement, and each Party will fully indemnify and hold the other Party, its officers, agents and employees harmless from any action, suit tax liability owed by the other Party arising from or proceeding in contract brought by a Credit Party for direct damages (as opposed related to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless transactions set forth herein, including, but not limited to, any taxes, penalties, fines, and/or interest assessed by any tax authority against the indemnifying Party and further including all attorneys' fees and costs incurred in response to any claims or assessments by any tax authority against the Indemnifying Party, its officers, agents, and employees. 9.3. The obligations in this Section 10.3 apply but are unenforceable in whole 5 will survive termination or in part because they are violative completion of this Agreement as to any law or public policyclaim, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result ofloss, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages liability arising from the use by unintended recipients of any information events occurring prior to such termination or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebycompletion.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$800,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby BAT shall be consummated, each Credit Party agrees to defend indemnify, pay defend and hold harmless 22nd Century, all 22nd Century Affiliates, and each Agent, Issuing Bank and Lender and the of its officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agentlicensors, Issuing Bank and each Lender their respective successors and assigns (eachcollectively, an “Indemnitee22nd Century Indemnitee(s)”), by counsel selected by BAT, from and against any claim, liability, cost, expense, demand, action, suit, proceeding, damages, judgment, penalty, deficiency, loss or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and all Indemnified Liabilitiesother costs and expenses of defense) (collectively, in all cases“Claims”) of any third party (other than any BAT Affiliate or 22nd Century Affiliate) asserting any product liability claim against a 22nd Century Indemnitee arising from any tobacco developed by BAT funded activities under this Agreement grown, whether made, imported, exported, sold, offered for sale or not caused used by or arisingbehalf of BAT or any BAT Affiliate and/or any Licensed Product grown, in whole made, imported, exported, sold, offered for sale or in part, out used by or behalf of the negligence BAT or any BAT Affiliate. A 22nd Century Indemnitee shall provide BAT with reasonably prompt written notice of such Indemnitee; provided that no Credit Party a Claim. BAT shall have the right to compromise or settle such Claim; provided, however, that (i) no compromise or settlement of any obligation to such Claim may be effected by BAT without the consent of 22nd Century unless (i) there is no finding or admission of any Indemnitee hereunder with respect to violation of law or the rights of any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that person by a 22nd Century Indemnitee, in each case as determined (ii) no such compromise or settlement has an adverse effect on any other claims that may be made by a final22nd Century Indemnitee against BAT, non-appealable judgment of a court of competent jurisdiction, (iii) the sole remedy provided thereunder is monetary damages which will be paid in full by BAT in accordance with such compromise or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed settlement and BAT reasonably demonstrates its financial capacity to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assertdo so, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents (iv) no such compromise or sub-agents, settlement has an adverse effect on any theory of liability, for special, indirect, consequential or punitive damages (as opposed consideration to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed be received by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, 22nd Century under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. (a) In addition a. Subject to the payment of expenses pursuant to conditions in Section 10.28(b) below, whether or not the transactions contemplated hereby Developer shall be consummateddefend, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each AgentIn-Q-Tel and its directors, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), employees from and against any all third-party claims, liabilities, suits, losses, damages and all Indemnified Liabilitiesexpenses, in all casesincluding costs and reasonable attorney's fees (collectively, whether "Claims"), relating to or not caused by resulting from: (1) In-Q-Tel's or arising, in whole the CIA's use or possession of the Deliverables as set forth and authorized herein or in partthe attached Statement of Work, out or Services actually or allegedly infringing any patent, copyright, trade secret or other proprietary right of any third party, or otherwise conflicting with the rights of any third party, including, but not limited to, a breach of the negligence warranty in Sections 7.b and 7.c.; (2) acts and omissions of Developer's employees, contractors, or consultants (collectively, "Agents") or the presence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise Agents at In-Q-Tel's facilities (except Claims resulting solely from the In-Q-Tel's gross negligence or willful misconduct misconduct), including Claims resulting from injuries to such Agents or injuries, property damage, or loss of that Indemniteedata caused by such Agents; (3) Developer's failure to comply with applicable laws and regulations or to obtain necessary licenses, in each case as determined permits or approvals; and (4) Developer's failure to perform obligations arising from its relationships with its Agents, including any Claims by its Agents and Claims by a finaltaxing authority, non(collectively, "Developer Claims"). In-appealable judgment Q-Tel Proprietary CONTRACT NUMBER: Nanosys DA-01 b. Indemnified parties shall have the right to reasonably participate in any litigation within the scope of a court of competent jurisdictionthis indemnity insofar as it concerns Claims against them, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed including the right to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionselect and retain counsel to represent them at indemnifying party's expense. To All indemnified parties shall cooperate with the indemnifying party to the extent that reasonably necessary in the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative defense of any law or public policy, Claim within the applicable Credit Party scope of this indemnity and the Indemnifying party shall contribute be promptly notified and shall have the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use control of the proceeds thereof or any act or omission or event occurring in connection therewith, defense and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients settlement of any information or other materials distributed by it through telecommunicationsClaim for which indemnification is desired, electronic or other information transmission systems in connection with this Agreement or provided that any settlement shall require the other Credit Documents or the transactions contemplated hereby or therebyindemnified party's prior written consent.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, the Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party Holdings and Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred . (c) The indemnification pursuant to above this Section 10.3 shall be liable for expressly survive the effective date of the Plan of Reorganization or any damages arising from other plan of reorganization confirmed by the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyBankruptcy Court.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender and each of their Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the breach of contract, gross negligence or negligence, willful misconduct or bad faith of that Indemnitee, in each case Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought jurisdiction by a final and nonappealable judgment; provided further that no Credit Party for direct damages (as opposed shall have any obligation to specialany Indemnitee hereunder with respect to Tax matters, indirect, consequential or punitive damages) against such Indemnitee for a material breach which shall be governed by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionSection 2.20. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall shall, subject to the proviso in the preceding sentence, contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each LenderLenders, each Agent, Issuing Bank, Arranger Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agentsRelated Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party Company hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Party, jointly and severally with the other Credit Parties, agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each AgentArranger, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each AgentJoint Lead Arranger, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Joint Lead Arranger, each Lender, each Agent, Issuing Bank, Arranger Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection herewith or therewith, and each Credit Party Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby 11.1 Each party shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentthe other party or its Affiliates harmless, Issuing Bank and Lender hereby forever releases and discharges the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”)other party or its Affiliates, from and against any all claims, demands, liabilities, damages and all Indemnified Liabilitiesexpenses, in all casesincluding attorney's fees and costs (collectively, whether "Damages") but excluding punitive or not caused by or arisingconsequential damages (such as lost profits), in whole or in part, arising out of (i) the negligence gross negligence, recklessness, wrongful acts of the indemnifying party or its Affiliates, (ii) any breach or violation of, or failure to properly perform any covenant or agreements made by such indemnifying party in this Agreement and (iii) any breach of any of the representations or warranties made by such indemnifying party in this Agreement. 11.2 If either SB or Aphton, or any Affiliate of SB or Aphton (in each case an "Indemnified Party"), receives any written claim which it believes is the subject of indemnity hereunder by either SB or Aphton, as the case may be (in each case an "Indemnifying Party"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such Indemniteeclaim to the extent known to the Indemnified Party; provided provided, however, that no Credit the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party. The Indemnifying Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities the right, by prompt notice to the extent Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Liabilities arise from Party, and at the gross negligence or willful misconduct cost of that Indemniteethe Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if the Indemnified Party may assume such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee defense with counsel of its obligations under any Credit Document that is determined in favor choice at the sole expense of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such Credit Party counsel shall be borne solely by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themParty. (b) To 11.3 The party not assuming the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory defense of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or shall render all reasonable assistance to the party assuming such defense, and all out-of-pocket costs of such assistance shall be borne solely by the Indemnifying Party. 11.4 No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party, which shall not be unreasonably withheld; provided, however, that the Indemnified Party shall have no obligation to consent to any settlement of any such damages, whether claim which imposes on the Indemnified Party any liability or obligation which cannot accrued be assumed and whether or not known or suspected to exist performed in its favor. No Indemnitee referred to above shall be liable for any damages arising from full by the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyIndemnifying Party.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party 12.1 The Issuer agrees to defend indemnify, pay indemnify and hold save harmless each the Agent, Issuing Bank its respective affiliates and Lender and the its respective directors, officers, employees, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agentshareholders (collectively, Issuing Bank the "Indemnified Parties" and each Lender (eachindividually, an “Indemnitee”), "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified LiabilitiesParty or in enforcing this indemnity (collectively, the “Claims”), which an Indemnified Party may incur or become subject to or otherwise involved in all cases(in any capacity) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the engagement of the Agent pursuant to this Agreement, whether performed before or after the Issuer’s execution of the Agreement, and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim. 12.2 This indemnity shall not caused be available to any Indemnified Party in relation to any losses, expenses, claims, actions, damages or liabilities incurred by the Issuer are determined by a court of competent jurisdiction in a final judgement that has become non- appealable to have resulted primarily from the Indemnified Party’s breach of agreement, gross negligence, fraud or willful misconduct. 12.3 In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party was grossly negligent, fraudulent or guilty of willful misconduct in connection with a Claim in respect of which the Issuer has advanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party will reimburse such funds to the Issuer and thereafter this indemnity will not apply to such Indemnified Party in respect of such Claim. The Issuer agrees to waive any right the Issuer might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. 12.4 If a Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Issuer, the Indemnified Party will give the Issuer prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Issuer will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify will not relieve the Issuer of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Issuer of substantive rights or defences. 12.5 No admission of liability and no settlement, compromise or termination of any Claim will be made without the Issuer’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld; provided, however, that no consent of an Indemnified Party will be required if the Issuer has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise or termination includes an unconditional release of each Indemnified Party from any liability arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or arisingon behalf of any Indemnified Party. Notwithstanding that the Issuer will undertake the investigation and defence of any Claim, in whole or in part, out of an Indemnified Party will have the negligence of such Indemnitee; provided that no Credit Party shall have any obligation right to any Indemnitee hereunder employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Liabilities Party unless: (a) employment of such counsel has been authorized in writing by the Issuer; (b) the Issuer has not assumed the defence of the action within a reasonable period of time after receiving notice of the claim; (c) the named parties to any such claim include both the Issuer and the Indemnified Party and the Indemnified Party will have been advised by counsel to the extent Indemnified Party that there may be a conflict of interest between the Issuer and the Indemnified Party; or (d) there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Issuer; in which case such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor fees and expenses of such Credit counsel to the Indemnified Party by a finalwill be for the Issuer’s account, non-appealable judgment of a court of competent jurisdiction. To the extent provided that the undertakings Issuer shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. The rights accorded to defend, indemnify, pay and hold harmless set forth the Indemnified Parties hereunder will be in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of addition to any rights an Indemnified Party may have at common law or public policy, otherwise. 12.6 If for any reason the applicable Credit Party shall contribute foregoing indemnification is unavailable (other than in accordance with the maximum portion that it is permitted to pay and satisfy under Applicable Law terms hereof) to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Parties (or any of them. (b) To or is insufficient to hold them harmless, the extent permitted Issuer will contribute to the amount paid or payable by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, Indemnified Parties as a result ofof such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer or the Issuer’s shareholders on the one hand and the Indemnified Parties on the other, or but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Issuer will in any way related to, this Agreement event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use amount in excess of the proceeds thereof or fees actually received by any act or omission or event occurring in connection therewith, and Indemnified Parties hereunder. 12.7 The Issuer hereby constitutes the Agent as trustee for each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or Indemnified Parties of the transactions contemplated hereby or therebyIssuer’s covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

Indemnity. (1) Each Party shall indemnify and save harmless the other Party from and against all claims, actions, suits, proceedings, demands, assessments, judgments, charges, penalties, costs, and expenses which arise or are made or claimed against or suffered or incurred by the other as a result of: (a) In addition any breach by it of or any inaccuracy of any representation or warranty contained in this Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto; and (b) any breach or non-performance by it of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto. (2) The Parties agree: (a) MH shall be deemed to be in exclusive control of the Firm Energy prior to the payment delivery by MH and receipt by MP of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby Firm Energy at the Delivery Point and MH shall be consummatedresponsible for, each Credit Party agrees to defend indemnifyand shall indemnify MP from, pay and hold harmless each Agentany damages or injury MP or any third party may suffer or incur, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities thereby except to the extent such Indemnified Liabilities arise from damages or injury were caused by the gross negligence or willful wilful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.MP; and (b) To MP shall be deemed to be in exclusive control of the Firm Energy from and after delivery by MH and receipt by MP of the Firm Energy at the Delivery Point and shall be responsible for, and shall indemnify MH from, any damages or injury MH or any third party may suffer or incur, caused thereby except to the extent permitted such damages or injury is caused by Applicable Lawthe gross negligence or wilful misconduct of MH. For the purposes of this Section 19.5(2) “gross negligence or wilful misconduct” does not include acts or omissions by a Party that constitute ordinary negligence, no Credit and “damages or injury” does not include indirect, incidental, and consequential damages, and without restricting generality of the foregoing, “damages or injury” does not include expenses or liabilities associated with the interruption of power, energy or related services to any third Person. (3) Each Party shall assertpromptly notify the other Party of claims, demands or actions that may result in a claim for indemnity. Failure to be provided with notice will not relieve a Party from indemnification liability unless, and each Credit then only to the extent that, such failure results in the forfeiture by such Party hereby waives, of a substantial right or defense. No settlement of any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, which may result in a claim for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not indemnity may be made by either Party without the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use prior consent of the proceeds thereof or any act or omission or event occurring in connection therewithother Party, and each Credit which consent may not be unreasonably withheld. Neither Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients under this Agreement in respect of any information or other materials distributed by settlement of a claim unless it through telecommunications, electronic or other information transmission systems has consented in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebywriting to such settlement.

Indemnity. (ai) In addition to Each of the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated Missfresh Warrantors hereby shall be consummated, each Credit Party agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each AgentExchange Mrfresh Shareholder, Issuing Bank its Affiliates and Lender and the its respective employees, officers, partners, members, directors, trusteesand assigns (collectively, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an the “IndemniteeInvestor Indemnified Parties”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach Indemnifiable Loss suffered by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalInvestor Indemnified Parties, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole directly or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Missfresh Warrantor in or pursuant to this Agreement or any Credit Document of the other Transaction Documents. (ii) Any Investor Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”). (iii) If any claim, demand or Liability is asserted by any agreement or instrument contemplated hereby or thereby or referred to herein or thereinthird party against any Investor Indemnified Party, the transactions contemplated hereby or thereby, any Loan or Indemnifying Party shall upon the use written request of the proceeds thereof Investor Indemnified Party, defend any actions or proceedings brought against the Investor Indemnified Party in respect of matters subject to the indemnity obligations under this Section 7.11. If, after a request to defend any act action or omission or event occurring proceeding, the Indemnifying Party neglects to defend the Investor Indemnified Party, a recovery against the Investor Indemnified Party suffered by it in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist good faith shall be conclusive in its favor. No Indemnitee referred favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Investor Indemnified Party or is not allowed to above control its defense, judgment against the Investor Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (iv) The maximum aggregate liability of the Missfresh Warrantors for indemnification to any Investor Indemnified Parties under Sections 7.11(i), (ii) and (iii) shall be limited to the amount equal to the number of Series E1 Preferred Shares held by such Investor Indemnified Parties multiplied by the Series E1 Issue Price (as defined under the Memorandum and Articles). (v) Notwithstanding anything to the contrary, the Missfresh Warrantors shall not be liable for any damages Indemnifiable Loss arising from any opportunity costs. (vi) This Section 7.11 shall not be deemed to preclude or otherwise limit in any way the use by unintended recipients exercise of any information other rights or pursuit of other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with remedies for the breach of this Agreement or the other Credit Documents or the transactions contemplated hereby or therebywith respect to any misrepresentation.

Indemnity. (a) In addition If the Company does not renounce to the payment Subscriber, effective on or before December 31, 2008, and incur on or before December 31, 2009 Qualifying Expenditures equal to the Commitment Amount, the Company shall indemnify and hold harmless the Subscriber and each of expenses the partners thereof if the Subscriber is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay to the Indemnified Person on or before the twentieth Business Day following the Termination Date, an amount equal to the amount of any tax (as referenced in paragraph (c) of the proposed definition of an “excluded obligation” in subparagraph 6202.1(5) of the regulation to the Act) payable under the Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the Subscriber is reduced pursuant to Section 10.2subsection 66(12.73) of the Act, whether or not the transactions contemplated hereby Company shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each AgentIndemnified Person as to, Issuing Bank and Lender and pay to the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (eachIndemnified Person, an “Indemnitee”), from and against amount equal to the amount of any and all Indemnified Liabilities, tax (as referenced in all cases, whether or not caused by or arising, in whole or in part, out paragraph (c) of the negligence proposed definition of an “excluded obligation” in subparagraph 6202.1(5) of the regulation to the Act) payable under the Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such Indemnitee; reduction provided that no Credit Party nothing in this paragraph shall derogate from any rights or remedies the Subscriber may have any obligation to any Indemnitee hereunder at common law with respect to liabilities other than those payable under the Act and any Indemnified Liabilities corresponding provincial legislation. For certainty, the foregoing indemnity shall have no force or effect and the Subscriber shall not have any recourse or rights of action to the extent that such Indemnified Liabilities arise from indemnity, recourse or rights of action would otherwise cause the gross negligence or willful misconduct FT Shares to be “prescribed shares” within the meaning of that Indemnitee, in each case as determined by a final, non-appealable judgment section 6202.1 of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed the regulations to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionthe Act. To the extent that any Person entitled to be indemnified hereunder is not a party to this Agreement, the undertakings to defend, indemnify, pay Subscriber shall obtain and hold harmless set forth the rights and benefits of this Agreement in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall asserttrust for, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out behalf of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, such Person and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above Person shall be liable for any damages arising from entitled to enforce the use by unintended recipients provisions of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebysection notwithstanding that such Person is not a party to this Agreement.

Indemnity. (a) In addition The Mortgagor agrees to indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, Mortgagee and each Credit Party agrees to defend indemnifyon a current basis against all claims, pay and hold harmless each Agentactions, Issuing Bank and Lender liabilities, judgments, costs, reasonable attorneys’ fees or other charges of whatsoever kind or nature, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING IN THIS SECTION ARISING FROM THE SOLE, COMPARATIVE, CONCURRENT OR CONTRIBUTORY NEGLIGENCE, BUT EXCLUDING GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OF THE MORTGAGEE OR ANY CREDIT PARTY (all hereinafter in this Section 5.6 called “claims”) made against or incurred by the Mortgagee or any Credit Party as a consequence of the assertion, either before or after the payment in full of the Secured Indebtedness, that the Mortgagee or any Credit Party received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons, and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents Mortgagee and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have the exclusive right to defend against any obligation such claims, employing attorneys therefor, and unless furnished with reasonable indemnity, the Mortgagee and the Credit Party shall have the right to any Indemnitee hereunder with respect to any Indemnified Liabilities pay or compromise and adjust all such claims. The Mortgagor will indemnify and pay to the extent such Indemnified Liabilities arise from Mortgagee and the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (any and all such amounts as opposed to special, indirect, consequential may be paid in respect thereof or punitive damages) as may be successfully adjudged against such Indemnitee for a material breach by such Indemnitee of its obligations under the Mortgagee or any Credit Document that is determined in favor Party. The obligations of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless Mortgagor as hereinabove set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative 5.6 shall survive the release of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themthis instrument. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and Lender and the each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (i) the gross negligence or willful misconduct of that such Indemnitee, in each case case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damagesii) against such Indemnitee for a material breach by of the obligations under the Credit Documents of such Indemnitee or any of its obligations under any Credit Document that is such Indemnitee’s controlled affiliates (to the extent determined in favor of such Credit Party by a final, final non-appealable judgment order of a court of competent jurisdiction) and (iii) any proceeding that does not involve an act or omission by any Credit Party and that is brought by an Indemnitee against any other Indemnitee that does not involve an act or omission by a member of the Restricted Group (other than any claims against an Agent or arranger in their capacity as such). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred . (c) Each Credit Party also agrees that no Lender, Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to above shall be liable for any damages arising from the use by unintended recipients Credit Party or any person asserting claims on behalf of or in right of any information Credit Party or any other materials distributed by it through telecommunications, electronic or other information transmission systems person in connection with or as a result of this Agreement or the other any Credit Documents Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender, Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Lender, Agent, or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s, Agent’s or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. (d) This Section 10.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (e) The provisions of this Section 10.3 shall survive the termination or expiry of this Agreement or the resignation or removal of the applicable Agent.

Indemnity. (a) In addition to 17.1 Each of the payment parties hereto assumes full responsibility and liability for the maintenance of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party its respective properties and agrees to defend indemnify, pay indemnify and hold save the other party harmless each Agent, Issuing Bank from all liability and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates expense on account of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilitiesdamages, claims, taxes, actions, including injury to or death of persons and damage to or destruction of property arising from any act or omission or accident in all cases, whether connection with control or not caused by or arising, in whole or in part, out possession of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionGas by, or if such Indemnified Liabilities result from any actionthe installation, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to specialpresence, indirectmaintenance, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee and/or operation of its obligations under any Credit Document that is determined in favor of such Credit Party by a finalthe property and equipment of, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings indemnitor. 17.2 Producer agrees to defend, indemnify, pay and hold Processor harmless set forth in this Section 10.3 apply but are unenforceable in whole from all claims, actions, damages, liability, expenses, including wrongful death, personal injury, or property damage arising out of or in part because they are violative connection with (i) Producer’s ownership and control of the Gas prior to the time the Gas passes through the Delivery Point(s); (ii) after the Residue Gas leaves the Plant Tailgate; and (iii) the ownership and operation of any law or public policy, wxxxx and facilities installed by Producer above the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damagesDelivery Point(s), whether or not accrued required under the terms of this Agreement. 17.3 Processor agrees to defend, indemnify, and whether hold Producer harmless from all claims, actions, damages, liability, or not known expense, including wrongful death, personal injury, or suspected property damage arising out of or connected with the operation of the Gathering System or Plant. 17.4 As between the parties hereto, and as to exist in its favor. No Indemnitee referred liability, if any accruing to above either party hereto, or to any third party, Producer shall be solely liable for and in control and possession of the Gas deliverable hereunder and shall bear the risk of loss until the Gas is delivered to Processor at the Delivery Point. Processor shall be solely liable for and in control and possession of the Gas and the Plant Products and shall bear the risk of loss until Processor has delivered Residue Gas to Producer at the Plant Tailgate and delivered Plant Products to Union Pacific Fuels, Inc. at the Plant Tailgate, whereupon Producer shall again be in control and possession thereof and bear the risk of loss of the Residue Gas, and Union Pacific Fuels, Inc. shall be in control and possession of and bear the risk of loss of the Plant Products. 17.5 Neither Producer nor Processor shall have any damages arising from the use by unintended recipients responsiblity with respect to Gas deliverable or delivered hereunder, Plant Products derived therefrom, and Residue Gas, or on account of any information anything which may be done, happen, or other materials distributed by it through telecommunicationsarise with respect thereto, electronic or other information transmission systems during such time as said Gas, Plant Products, and Residue Gas are in connection with this Agreement or control and possession of the other Credit Documents or the transactions contemplated hereby or therebyparty as hereinabove provided.

Indemnity. (a) In addition Obligors hereby agree to protect, indemnify, defend and hold Indemnified Parties and each of them harmless from and against, and, if and to the payment of expenses pursuant extent paid, to Section 10.2reimburse them on demand for, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Environmental Damages. Without limitation, the foregoing indemnity shall apply to each Indemnified Liabilities, in all cases, whether or not caused by or arising, Party with respect to Environmental Damages which in whole or in part, part are caused by or arise out of the negligence of such Indemnitee; provided that no Credit (and/or any other) Indemnified Party. However, such indemnity shall not apply to (a) a particular Indemnified Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from that the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionparticular Indemnified Party, or (b) Environmental Damages created or arising solely from events or conditions first existing after a foreclosure sale under the Deed of Trust (or a deed in lieu thereof), but only if a party other than Obligors or an affiliate of any Obligor acquires title to the Property, provided that any such Environmental Damages do not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Materials (including personal injury or damage to property), noncompliance with any Environmental Laws, or remediation existing prior to the event described above. In any dispute between Obligors and Administrative Agent and/or Lenders as to whether Obligors are released from liability pursuant to the immediately preceding sentence, Obligors shall bear the burden of proof with respect to whether they have been released from liability. Upon demand by any Indemnified Party, Obligors shall diligently defend any Environmental Claim which affects the Property or which is made or commenced against such Indemnified Liabilities result from Party, whether alone or together with Obligors or any actionother person, suit or proceeding in contract brought all at Obligors’ own cost and expense and by a Credit Party for direct damages (as opposed counsel to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach be approved by such Indemnitee Indemnified Party in the exercise of its obligations under reasonable judgment. In the alternative, at any Credit Document time any Indemnified Party may elect to conduct its own defense through counsel selected by such Indemnified Party and at the cost and expense of Obligors. Obligors and Indemnified Parties intend that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To to the extent that Environmental Damages are not recoverable under C.C.P. § 736(a), such Environmental Damages shall be recoverable under the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative law of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction State of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withCalifornia other than C.C.P. § 736, as a result of, or provided in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyC.C.P. § 736(d).

Indemnity. 12.1 The Issuer and its subsidiaries or affiliated companies, as the case may be (acollectively, the “Indemnifying Party”) In addition hereby agree to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless the Agent and each Agentof its sub-agents, Issuing Bank each of its subsidiaries and Lender affiliates, and the each of its directors, officers, shareholders, partners, members, directors, trustees, advisors, employeesemployees and agents (collectively, agents, sub-agents the “Indemnified Parties” and Affiliates of each Agent, Issuing Bank and each Lender (eachindividually, an “IndemniteeIndemnified Party”), to the full extent lawful, from and against any and all Indemnified Liabilitiesexpenses, in all caseslosses, claims, actions, damages and liabilities, whether joint or not caused by several, (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or arising, claims and the reasonable fees and expenses of their counsel that may be incurred in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Liabilities Party) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, actions, damages or liabilities relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of services rendered to the Indemnifying Party by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement. 12.2 Notwithstanding the foregoing, this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Liabilities arise Party may be subject were caused by the gross negligence or wilful misconduct of the Indemnified Party. 12.3 The Indemnifying Party also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnifying Party or any person asserting claims on the Indemnifying Party’s behalf or in right for or in connection with the performance of services rendered to the Indemnifying Party by the Agent, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Indemnifying Party are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities Party. 12.4 If for any reason (other than a determination as to any of the events referred to in section 12.2 herein) the foregoing indemnification is unavailable to the Agent or any other Indemnified Party or is insufficient to hold the Agent or any other Indemnified Party harmless, the Indemnifying Party shall contribute to the amount paid or payable by the Agent or any other Indemnified Party as a result of such expense, loss, claim, action, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and the Agent or any other Indemnified Party on the other hand but also the relative fault of the Indemnifying Party, the Agent or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnifying Party shall in any event contribute to the amount paid or payable by the Agent or any other Indemnified Party as a result of such expense, loss, claim, action, damage or liability any amount in excess of the fees actually received by the Agent under this Agreement. 12.5 Promptly after receiving notice of an action, suit, proceeding or claim against the Agent or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnifying Party, an Indemnified Party will notify the Indemnifying Party in writing of the particulars thereof and will provide copies of all relevant documentation to the Indemnifying Party and, the Indemnifying Party shall undertake the investigation and defence thereof on behalf of the Agent or the Indemnified Party, as applicable, including the prompt employment of counsel reasonably acceptable to the Agent or the Indemnified Party affected and the payment of all reasonable expenses and throughout the course of any investigation or legal proceeding as contemplated herein, the Indemnifying Party will provide copies of all relevant documentation to the Agent and the Indemnified Party, will keep the Agent and the Indemnified Party advised of the progress thereof and will discuss with the Agent and the Indemnified Party all significant actions proposed. The omission of an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Agent or any other Indemnified Party except only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnifying Party would otherwise have under this indemnity had an Indemnified Party not so delayed in or failed to give the notice required hereunder. 12.6 Notwithstanding that the Indemnifying Party shall undertake the investigation and defence of any action, suit or proceeding in contract brought by a Credit any Indemnified Party for direct damages (as opposed shall have the right, at the Indemnifying Party’s expense, to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor employ separate counsel of such Credit Party by a finalIndemnified Party’s choice, non-appealable judgment in respect of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative defence of any law action, suit, proceeding, claim or public policy, investigation if: (a) the applicable Credit Party shall contribute employment of such counsel has been authorized by the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Indemnifying Party; or any of them. (b) To the extent permitted Indemnifying Party has not assumed the defence and employed counsel therefor within 5 days after receiving notice of such action, suit, proceeding, claim or investigation; or (c) counsel retained by Applicable Lawthe Indemnifying Party or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party (in which event and to that extent, no Credit the Indemnifying Party shall assertnot have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Indemnifying Party and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnifying Party shall not have the right to assume or direct the defence on the Indemnified Party’s behalf). Notwithstanding any other provision of this indemnity, any Indemnified Party shall have the right, at such Indemnified Party’s expense, to employ counsel of such Indemnified Party’s choice, in respect of the defence of any action, suit, proceeding, claim or investigation, and each Credit such employment shall not relieve the Indemnifying Party hereby waivesfrom its obligations to undertake the investigation and defence of any action, suit, proceeding, claim or investigation unless such Indemnified Party consents, in writing, to such relief. 12.7 The Indemnifying Party agrees that in case any claim legal proceeding shall be brought against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents the Indemnifying Party and/or the Agent or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed other Indemnified Party by any applicable legal requirement) arising out ofgovernmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnifying Party and/or the Agent or any other Indemnified Party and the Agent or such other Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection withwith or by reason of this Agreement, as a result ofthe engagement of the Agent hereunder, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred the performance of services rendered to herein or thereinthe Indemnifying Party by the Agent hereunder, the transactions contemplated hereby Agent or thereby, any Loan or such other Indemnified Party shall have the use of the proceeds thereof or any act or omission or event occurring right to employ its own counsel in connection therewith, and each Credit the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by its, or any of its affiliates, directors, officers, employees, partners or agents (collectively, “Personnel”) in connection therewith) and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Indemnifying Party hereby waivesas they occur. 12.8 No admission of liability and no settlement of any action, releases and agrees suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorbe unreasonably withheld. No Indemnitee referred to above admission of liability shall be made and the Indemnifying Party shall not be liable for any damages arising from the use by unintended recipients settlement of any information action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld. 12.9 The Indemnifying Party hereby acknowledges that the Agent acts and appoints the Agent, as trustee for the other materials distributed by Indemnified Parties of the Indemnifying Party’s covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons. 12.10 The Indemnifying Party hereby agrees to waive any right it through telecommunicationsmay have of first requiring the Indemnified Parties to proceed against or enforce any other right, electronic power, remedy, security or claim payment from any other information transmission systems person before claiming under this indemnity. 12.11 The indemnity and contribution obligations of the Indemnifying Party hereunder shall be in connection with addition to any liability which the Indemnifying Party may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party, the Agent and any other Indemnified Party. The foregoing provisions shall survive the completion of services rendered under this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyany termination of this Agreement.

Indemnity. Each Party (athe “Indemnifying Party”) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay defend and hold harmless each Agent, Issuing Bank the other Party and Lender and the officers, partners, membersits Affiliates, directors, trustees, advisorsofficers, employees and agents (collectively, the “Indemnified Party”) from and against all claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) for personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by the negligent or willful misconduct of the Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. Seller, sub-as Indemnifying Party, agrees to indemnify, defend and hold harmless the Buyer and its Affiliates, directors, trustees, officers, employees and agents and Affiliates of (each Agent, Issuing Bank and each Lender (each, being an “Indemnitee”Indemnified Party), from and against any all claims, demands, losses, liabilities, penalties, and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, expenses (including reasonable attorneys’ fees) (i) arising out of or relating to the negligence construction, operation and maintenance of such Indemnitee; provided that no Credit Party shall have the Project, and (ii) for personal injury or death to Persons and damage to the property of any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities third party to the extent such Indemnified Liabilities arise from arising out of or relating to the gross construction, operation and maintenance of the Developer Attachment Facilities. Nothing in this Section 12.3 shall relieve Seller or Buyer of any liability to the other for any breach of this Agreement. This indemnification obligation shall apply notwithstanding the negligence or willful misconduct of that Indemniteethe Indemnified Party, but the Indemnifying Party’s liability to pay damages to the Indemnified Party shall be reduced in each case as determined proportion to the percentage by a finalwhich the Indemnified Party’s negligence or willful misconduct contributed to the claim giving rise to, non-appealable judgment or increased the level of, the damages. Neither Party shall be indemnified for its damages resulting from its sole negligence, intentional acts or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a court valid insurance policy. Seller agrees to indemnify, defend, and hold Buyer harmless from any liability, claim, complaint, demand, action, cause of competent jurisdictionaction, audit, investigation, proceeding, obligation, loss, cost damage, judgment, adjudication, arbitration decision, penalty (including fees and fines), or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages expenses (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policycollectively, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all “Indemnified Liabilities Environmental Obligations”) suffered or incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, them as a result of, arising out and/or relating to any acts or in omissions of Seller or Seller’s contractors, agents, or employees related to or involving Hazardous Materials brought onto the Site, subsequently released at the Site or negligently exacerbated at the Site (whether such Hazardous Materials were pre-existing at the Site, or introduced to the Site during the Construction Period or during the Term) by any way related tosuch Persons during the course of the development and/or operation of the Project. Each Party, as Indemnifying Party, agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, trustees, officers, employees and agents (each being an Indemnified Party), from and against all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to a breach of applicable law or any fines or penalties imposed by a Governmental Authority (including, without limitation, NYISO) to the extent arising out of, resulting from, or caused by the Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. If any infringement or alleged infringement of any Intellectual Property or other proprietary right based upon the performance of or failure to perform the development, construction or operation of the Project or any of the other obligations under this Agreement occurs, including design and engineering or the materials and equipment or other Intellectual Property designed or incorporated into the Project by Seller or any Credit Document of its subcontractors or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinvendors, the transactions contemplated hereby or therebySeller shall at its sole expense, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithpromptly defend, indemnify, and hold harmless Buyer and its Affiliates, directors, trustees, officers, employees and agents (each Credit Party hereby waivesbeing an Indemnified Party) from and against claims, releases demands, losses, liabilities, penalties, and agrees not to xxx upon any expenses (including reasonable attorneys’ fees) arising out of or resulting from such claim infringement or any such damagesalleged infringement, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use unless directed otherwise by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyBuyer.

Indemnity. (a) In addition Obligors hereby agree to protect, indemnify, defend and hold Indemnified Parties and each of them harmless from and against, and, if and to the payment of expenses pursuant extent paid, to Section 10.2reimburse them on demand for, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Environmental Damages. Without limitation, the foregoing indemnity shall apply to each Indemnified Liabilities, in all cases, whether or not caused by or arising, Party with respect to Environmental Damages which in whole or in part, part are caused by or arise out of the negligence of such Indemnitee; provided that no Credit (and/or any other) Indemnified Party. However, such indemnity shall not apply to (a) a particular Indemnified Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from that the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdictionparticular Indemnified Party, or (b) Environmental Damages created or arising solely from events or conditions first existing after a foreclosure sale under the Mortgage (or a deed in lieu thereof), but only if a party other than Obligors or an affiliate of any Obligor acquires title to the Property, provided that any such Environmental Damages do not directly or indirectly arise from or relate to any release of or exposure to any Hazardous Materials (including personal injury or damage to property), noncompliance with any Environmental Laws, or remediation existing prior to the event described above. In any dispute between Obligors and Administrative Agent and/or Lenders as to whether Obligors are released from liability pursuant to the immediately preceding sentence, Obligors shall bear the burden of proof with respect to whether they have been released from liability. Upon demand by any Indemnified Party, Obligors shall diligently defend any Environmental Claim which affects the Property or which is made or commenced against such Indemnified Liabilities result from Party, whether alone or together with Obligors or any actionother person, suit or proceeding in contract brought all at Obligors’ own cost and expense and by a Credit Party for direct damages (as opposed counsel to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach be approved by such Indemnitee Indemnified Party in the exercise of its obligations under reasonable judgment. In the alternative, at any Credit Document time any Indemnified Party may elect to conduct its own defense through counsel selected by such Indemnified Party and at the cost and expense of Obligors. Obligors and Indemnified Parties intend that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To to the extent that Environmental Damages are not recoverable under C.C.P. § 736(a), such Environmental Damages shall be recoverable under the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative law of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction State of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withCalifornia other than C.C.P. § 736, as a result of, or provided in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyC.C.P. § 736(d).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.212.02, whether or not the transactions contemplated hereby shall be consummated, each Credit Loan Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and each of the Lender Parties and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents agents, controlling persons (if any) and Affiliates of each such Agent, Issuing Bank and each Lender Party or such Affiliate (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (i) the bad faith, gross negligence or willful misconduct of that IndemniteeIndemnitee or its Related Parties, in each case case, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (ii) a material breach of such Indemnitee’s obligations hereunder, as determined by a court of competent jurisdiction in a final, non-appealable judgment of a court of competent jurisdictionor (iii) any claim, or if such Indemnified Liabilities result from any actionlitigation, suit loss or proceeding in contract not involving an act or omission of any Loan Party or any of its related parties and that is brought by a Credit Party for direct damages an Indemnitee against another Indemnitee (other than against any of the Agents or Arrangers in their respective capacities as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdictionsuch). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are 12.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. . No Loan Party will be required to indemnify any Indemnitee for any amount paid or payable by such Indemnitee in the settlement of any action, proceeding or investigation without the written consent of such Loan Party, which consent will not be unreasonably withheld or delayed; provided that the foregoing indemnity will apply to any such settlement in the event that such Loan Party was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume. For purposes hereof, a “Related Party” of an Indemnitee means (a) any controlling person or controlled Affiliate of such Indemnitee, (b) To the extent permitted by Applicable Lawrespective directors, no Credit Party shall assertofficers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and each Credit Party hereby waives, (c) the respective agents of such Indemnitee or any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective of its controlling persons or controlled Affiliates, directorsin the case of this clause (c), employeesacting on behalf of or at the instructions of such Indemnitee, attorneys, agents controlling person or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebycontrolled Affiliate.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby 9.8.1 Orchard shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentof UCLB, Issuing Bank UCL, and Lender Great Ormond Street Hospital Trust, and the each of their respective officers, partners, members, directors, trusteesCouncil members, advisorsemployees and representatives, employeesincluding the Principal Researchers and their Research Groups (together, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an the “IndemniteeIndemnitees”), from and ) against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract Claims brought by a Credit Third Party for direct damages that may be asserted against or suffered by any of the Indemnitees and which relate to: (as opposed to special, indirect, consequential or punitive damagesa) against such Indemnitee for a material breach Infringement of Third Party Intellectual Property Rights through the use by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Orchard or any of them.its Sub-licensees of any of the Joint UCLB/UCLA Technology, UCLB Technology and UCLB Manufacturing Technology; (b) To product liability claims arising from the Exploitation of any of the Gene Therapy Products, by or on behalf of Orchard or any of its Sub-licensees, or subsequently by any customer or any other person, including claims based on product liability laws; or save that the indemnity given by Orchard to each Indemnitee under this Clause will not apply to any Third Party Licence Fees or to any Claim to the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents that it is attributable to the negligence or sub-agents, on any theory misconduct of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof that Indemnitee or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No of that Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients which would constitute a breach of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or where committed by an Indemnitee that is not a Party, had it been committed by a Party it would constitute a breach. 9.8.2 Orchard will, and will require its Sub-licensees to, indemnify, hold harmless and defend UCLA and its officers, employees and agents, and its academic staff involved in the other Credit Documents research that led to the invention in the Joint Patents (together, the “Indemnitees”) from and against all Claims brought by a Third Party that may be asserted against or suffered by any of the transactions contemplated hereby Indemnitees and which relate to the exercise of the rights licensed to Orchard in the Joint UCLB/UCLA Technology, including product liability, save that the indemnity given by Orchard to each Indemnitee under this Clause will not apply to any Claim to the extent that it is attributable to the gross negligence or therebywilful misconduct of that Indemnitee or any act or omission of that Indemnitee which would constitute a breach of this Agreement or where committed by an Indemnitee that is not a Party, had it been committed by a Party it would constitute a breach.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless harmless, each Agent, Issuing Bank Agent and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that IndemniteeIndemnitee or its officers, in partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each case Agent and each Lender as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable final judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party U.S. Holdings and Borrower hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2Each party shall defend, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentthe other party and such other party’s Affiliates, Issuing Bank and Lender and the employees, officers, partners, members, directors, trustees, advisors, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) resulting from or arising in connection with the breach by the indemnifying party of any of its representations, warranties, covenants or obligations contained in this Agreement. If any action, suit, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) is brought or asserted against a party for which indemnification is sought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and all in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified LiabilitiesParty to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all cases, whether or not caused attorney’s fees and expenses shall be borne by or arising, the Indemnifying Party (except as specified below) and the Indemnifying Party shall in whole or in part, out good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the negligence of such Indemnitee; provided that no Credit Proceeding, the Indemnified Party shall have the right to employ separate counsel in any obligation such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any Indemnitee hereunder violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any Indemnified Liabilities compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay indemnify and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole the Indemnified Party from any loss, expense or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities liability incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Indemnified Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result ofof a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, or in any way related towriting, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, assume the transactions contemplated hereby or thereby, any Loan or the use defense of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyproceeding.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Each Grantor agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each Agent, Issuing Bank and Lender Collateral Agent and the Secured Parties, the respective affiliates of Collateral Agent and the Secured Parties, and the respective officers, partners, members, directors, trustees, advisors, employees, agentsagents (including, sub-agents without limitation each of their counsel), and Affiliates controlling persons of each AgentCollateral Agent and the Secured Parties, Issuing Bank and each Lender such affiliate (each, an “Indemnitee”), "Indemnified Party") from and against any and all Indemnified Liabilitiesclaims, in actions and suits whether groundless or otherwise, and from and against any and all casesliabilities, whether or not caused by or arisinglosses, in whole or in partdamages and costs and expenses (including, out without limitation, the reasonable fees and disbursements of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder counsel and with respect to Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) of every nature and character arising out of or in connection with any Indemnified Liabilities actual or threatened claim, litigation, investigation or proceeding relating to this Agreement or the extent Secured Agreements or the transactions contemplated hereby or thereby (other than any such Indemnified Liabilities arise actions or expenses resulting, as determined by a final order of a court of competent jurisdiction, from the gross negligence or willful misconduct of that Indemniteethe Indemnified Party seeking indemnification hereunder), in each case as determined by including, without limitation, the reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such claim investigation, litigation or other proceeding whether or not such Indemnified Party is a finalparty thereto, nonand each Grantor agrees to reimburse each Indemnified Party, upon demand, for all out-appealable judgment of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of a court counsel and with respect to Collateral Agent and the Secured Parties, reasonably allocated costs and expenses of competent jurisdictionin-house counsel and legal staff) incurred in connection with any of the foregoing. In litigation, or if such the preparation therefor, Indemnified Liabilities result from any actionParties shall each be entitled to select their own counsel and, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed addition to specialthe foregoing indemnity, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor each Grantor agrees to pay promptly the reasonable fees and expenses of such Credit Party by a finalcounsel. If, non-appealable judgment of a court of competent jurisdiction. To and to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in obligations of any Grantor under this Section 10.3 apply but 10 are unenforceable in whole or in part because they are violative of for any law or public policyreason, the applicable Credit Party shall contribute such Grantor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under Applicable Law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themsuch obligations which is permissible under applicable law. (b) To the extent permitted by Applicable Law, no Credit Party No Grantor shall assert, and each Credit Party hereby waives, make any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, Indemnified Party for any special, indirect, indirect or consequential damages in respect of any breach or punitive damages (as opposed to direct or actual damages) wrongful conduct (whether or not the claim therefor is based on in contract, tort or duty imposed by any applicable legal requirementlaw) arising out of, in connection with, as a result of, arising out of or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or therebyby, any Loan or and the use of relationship established by the proceeds thereof Secured Agreements, or any act or act, omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or for any such damages, whether or not accrued and whether or not known or suspected to exist in its such Grantor's favor. No Indemnitee referred to above . (c) The covenants contained in this Section 10 shall be liable for any damages arising from survive payment or satisfaction in full of all other of the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebySecured Obligations.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby The Grantor shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentthe Custodian, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assertaffiliates, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliatesofficers, directors, employees, attorneysand agents against all claims, agents or sub-agentsdemands, on any theory losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and disbursements and the reasonable estimate of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable allocated costs and expenses of the Custodian’s in- house legal requirementcounsel and staff) arising out of, in connection with, as a result of, or in any way related to, of this Agreement or the Custodian following any Credit Document Order or any agreement other instruction or instrument contemplated hereby or thereby or referred to herein or therein, request of the transactions contemplated hereby or thereby, any Loan Grantor or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Secured Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement Agreement, except to the extent the claims, liabilities, costs and expenses are caused by the Custodian’s gross negligence or willful misconduct. (i) The Secured Party shall indemnify the Custodian, its affiliates and their officers, directors, employees, and agents against claims, demands, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and disbursements and the reasonable estimate of the allocated costs and expenses of the Custodian’s in-house legal counsel and staff), solely arising out of the Custodian following any Order or other Credit Documents instruction or request of the transactions contemplated hereby Secured Party in connection with this Agreement, except to the extent the claims, liabilities, costs and expenses are caused by the Custodian’s gross negligence or therebywillful misconduct. (ii) To the extent any amount demanded of the Grantor from the Custodian is not paid within ten (10) days, the Secured Party will pay such amount as may be due to the Custodian under this indemnity within twenty (20) days of demand on the Secured Party by the Custodian; provided, however, that if the Custodian is stayed from making such demand upon the Grantor as a result of a bankruptcy or similar proceeding, then the Custodian shall be deemed to have made such demand upon the Grantor at the commencement of such proceeding.

Indemnity. 12.1 KaloBios will defend, indemnify and hold Novartis harmless against any claims, damages, settlements and expenses (including attorneys’ fees) in respect of injury (including death) to any persons or damage to any real or tangible property arising out of (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that IndemniteeKaloBios in the performance of the services under Section 3 of this Agreement, and (b) a Third Party claim against Novartis resulting from a breach of the representations and warranties set forth in each case as determined Section 14.2; provided KaloBios shall not be liable for nor be required to indemnify Novartis in regard to any injury or damage caused by any negligence or willful misconduct on the part of Novartis’ development, manufacture, use, sale, storage or handling of Humaneered Antibodies under this Agreement. This Section 12.1 states KaloBios’ entire obligation and Novartis’ sole remedy with respect to infringement of Third Party intellectual property rights, and KaloBios’ liability under this Section shall be limited to a finalmaximum of [***]. 12.2 Novartis will defend, nonindemnify and hold KaloBios and its Affiliates harmless against any claims, damages, settlements and expenses (including attorneys’ fees) arising out of or relating to Novartis’s exercise of the rights granted under this Agreement (including, without limitation, the manufacturing and clinical exploitation of Humaneering Technology or Humaneered Antibodies). 12.3 The indemnification obligations under this Section shall be conditioned upon the indemnified Party (a) promptly notifying the indemnifying Party of such claim; (b) turning over [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. to the indemnifying Party sole control with respect to the defense and settlement of such claim; and (c) fully cooperating with the indemnifying Party in the defense and settlement thereof, provided the indemnifying Party reimburses it for all out-appealable judgment of a court of competent jurisdiction, or if of-pocket expenses incurred in providing such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit cooperation. An indemnified Party’s failure to promptly notify the indemnifying Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee shall not relieve the indemnifying Party of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To this Section 12 except to the extent that the undertakings indemnifying Party can demonstrate damages attributable to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themsuch failure. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. 6.1 Without prejudice to the other rights or remedies of the Dealers, the Issuer undertakes to each Dealer that if that Dealer or any Relevant Party relating to that Dealer incurs any liability, cost, loss, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) (a Loss) arising out of or in relation to or in connection with any breach or alleged breach by that Issuer of the representations, warranties and undertakings contained in this Agreement that Issuer shall pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this clause 6.1. 6.2 If any proceeding (including a governmental investigation) shall be instituted involving some or all of the Dealers or any Relevant Party relating to a Dealer in respect of which indemnity may be sought pursuant to the previous paragraph, the relevant Dealer shall promptly notify the indemnifying parties in writing and the indemnifying parties shall, unless the Relevant Party elects to assume the defence itself, assume the defence thereof and appoint lawyers satisfactory to the Relevant Party and shall be liable to pay the fees and expenses of such lawyers related to such proceeding. In any proceeding, any Relevant Party shall have the right to retain its own lawyers, but the fees and expenses of such lawyers shall be at the expense of such Relevant Party unless (a) In addition the indemnifying parties and such Relevant Party shall have mutually agreed to the payment retention of expenses such lawyers or (b) the named parties to any such proceeding (including any joined parties) include the indemnifying parties and such Relevant Party and representation of all parties by the same lawyers (in the discretion of such Relevant Party) would be inappropriate due to actual or potential differing interests between them or (c) pursuant to Section 10.2the previous sentence such Relevant Party has elected to assume the defence itself or the indemnifying parties has failed to appoint lawyers satisfactory to such Relevant Party. It is understood that the indemnifying parties shall reimburse such fees and expenses as they are incurred in respect of (a), whether (b) and (c). The indemnifying parties shall not be liable for any settlement of any such proceeding effected without its written consent (provided that such consent shall not be unreasonably withheld or not delayed), but if settled with such consent (or without such consent in circumstances where such consent shall have been unreasonably withheld or delayed as aforesaid) or if there be a final judgment for the transactions contemplated hereby shall be consummatedplaintiff, each Credit Party the indemnifying parties (jointly and severally, if more than one) agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and indemnify the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), Relevant Party from and against any and all Indemnified Liabilitiesloss or liability by reason of such settlement or judgment. 6.3 The Issuer shall not, in all cases, whether or not caused by or arising, in whole or in part, out without the prior written consent of the negligence Relevant Party, settle or compromise or consent to the entry of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder judgment with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence pending or willful misconduct threatened claim or action in respect of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) which recovery may be sought hereunder (whether or not the claim therefor Relevant Party is based on contract, tort an actual or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred potential party to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any action) unless such damagessettlement, whether compromise or consent includes an unconditional release of the Relevant Party from all liability arising out of such claim or action and does not accrued and whether include a statement as to or not known an admission of fault, culpability or suspected failure to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from act by or on behalf of the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyRelevant Party.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2Each Party shall defend, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay indemnify and hold harmless each Agentthe other Party and such other Party’s Affiliates, Issuing Bank and Lender and the employees, officers, partners, members, directors, trustees, advisors, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilitiesliabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) resulting from or arising in all cases, whether or not caused by or arising, in whole or in part, out of connection with the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee the Indemnifying Party of any of its representations, warranties, covenants or obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth contained in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themAgreement. (b) To If any action, suit, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) is brought or asserted against a Party for which indemnification is sought under this Agreement, the Party seeking indemnification (the “Indemnified Party”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the Party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to the Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent permitted that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by Applicable Law, no Credit the Indemnifying Party (except as specified below) and the Indemnifying Party shall assertin good faith defend the Indemnified Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both Parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each Credit of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either Party hereby waives, without the other Party’s consent unless (m) there is no finding or admission of any claim against each Lender, each Agent, Issuing Bank, Arranger violation of law and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, no effect on any theory of liabilityother claims that may be made against such other Party and (n) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Neither Party shall have any liability with respect to any compromise or settlement effected without its consent, for specialwhich shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to indemnify and hold harmless the Indemnified Party from any loss, indirect, consequential expense or punitive damages (as opposed to direct or actual damages) (whether or not liability incurred by the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, Indemnified Party as a result ofof a default judgment entered against the Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, or in any way related towriting, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, assume the transactions contemplated hereby or thereby, any Loan or the use defense of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyProceeding.

Indemnity. (a) In addition 14.1 The Issuer hereby agrees to indemnify and save harmless to the payment of expenses pursuant to Section 10.2maximum extent permitted by law, whether or not the transactions contemplated hereby shall be consummatedAgent and its affiliates and its respective directors, each Credit Party agrees to defend indemnifyofficers, pay and hold harmless each Agent, Issuing Bank and Lender and the officersemployees, partners, members, directors, trustees, advisors, employees, agents, sub-agents advisors and Affiliates of each Agentshareholders (collectively, Issuing Bank the “Indemnified Parties” and each Lender (eachindividually, an “IndemniteeIndemnified Party”), ) from and against any and all Indemnified Liabilitieslosses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in all casesreasonable settlement of any actions, whether suits, proceedings, investigations or not caused by or arisingclaims and the reasonable fees, disbursements and taxes of their counsel in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder connection with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit suit, proceeding, investigation or proceeding in contract brought by a Credit claim that may be made or threatened against any Indemnified Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policyenforcing this indemnity (collectively, the applicable Credit “Claims”), to which an Indemnified Party shall contribute the maximum portion that it is permitted may incur or become subject to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. otherwise involved in (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related capacity) insofar as the Claims relate to, this Agreement are caused by, result from, arise out of or any Credit Document are based upon, directly or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinindirectly, the transactions contemplated hereby or thereby, any Loan or performance of services rendered by the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems Indemnified Parties in connection with this Agreement whether performed before or after the Issuer’s execution of this Agreement, and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim. 14.2 This indemnity shall not be available to any Indemnified Party in relation to any losses, expenses, claims, actions, damages or liabilities incurred by the Issuer as determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted primarily from the Indemnified Party’s breach of agreement, gross negligence, fraud or wilful misconduct. 14.3 In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party was grossly negligent, fraudulent or guilty of wilful misconduct in connection with a Claim in respect of which the Issuer has advanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party will reimburse such funds to the Issuer and thereafter this indemnity will not apply to such Indemnified Party in respect of such Claim. The Issuer agrees to waive any right the Issuer might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. 14.4 If a Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Issuer, the Indemnified Party will give the Issuer prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Issuer will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify will not relieve the Issuer of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Issuer of substantive rights or defences. 14.5 No admission of liability and no settlement, compromise or termination of any Claim will be made without the Issuer’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld; provided, however, that no consent of an Indemnified Party will be required if the Issuer has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise or termination includes an unconditional release of each Indemnified Party from any liability arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party. Notwithstanding that the Issuer will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless: (a) employment of such counsel has been authorized in writing by the Issuer; (b) the Issuer has not assumed the defence of the action within a reasonable period of time after receiving notice of the claim; (c) the named parties to any such claim include both the Issuer and the Indemnified Party and the Indemnified Party will have been advised by counsel to the Indemnified Party that there may be a conflict of interest between the Issuer and the Indemnified Party; or (d) there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Issuer, as the case may be; in which case such fees and expenses of such counsel to the Indemnified Party will be for the Issuer’s account, provided that the Issuer shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. The rights accorded to the Indemnified Parties hereunder will be in addition to any rights an Indemnified Party may have at common law or otherwise. 14.6 If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or is insufficient to hold them harmless, the Issuer will contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer or the Issuer’s shareholders on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other Credit Documents equitable considerations which may be relevant. Notwithstanding the foregoing, the Issuer will in any event contribute to the amount paid or payable by the transactions contemplated Indemnified Parties as a result of such Claim any amount in excess of the fees actually received by any Indemnified Parties hereunder. 14.7 The Issuer hereby or therebyconstitutes the Agent as trustee for each of the other Indemnified Parties of the Issuer’s covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

Indemnity. (ai) In addition to Each of the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated Warrantors hereby shall be consummated, each Credit Party agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each AgentInvestor, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, such Investor’s employees, agentsAffiliates, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender assigns (each, an “IndemniteeIndemnified Party”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused Indemnifiable Losses suffered by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence Party, directly or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any misrepresentation or breach of any of the representations or warranties or failure to perform any covenants or agreements, in each case made by any way related to, Warrantors in or pursuant to this Agreement or any Credit Document of the other Transaction Documents. (ii) Any Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”). (iii) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity under this Section 7.13. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (A) If the Indemnifying Party timely notifies the Indemnified Party that the Indemnifying Party desires to defend the Indemnified Party with respect to any third party claims pursuant to paragraph (iii) of this Section 7.13, the Indemnifying Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such third party claims by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or shall be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof. (B) If the Indemnifying Party fails to duly notify the Indemnified Party that the Indemnifying Party desires to defend the Indemnified Party with respect to the third party claim pursuant to paragraph (iii) of this Section 7.13, then the Indemnified Party shall have the right to defend, at sole cost and expense of the Indemnifying Party, the third party claims by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or shall be settled at the discretion of the Indemnified Party (but only with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof. (iv) This Section 7.13 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. (v) Notwithstanding anything to the contrary contained herein, any and all of the claims under this Section 7.13 are subject to the following limitations: (A) No Indemnified Party shall be entitled to indemnification for any Indemnifiable Losses until the aggregate amount of all Indemnifiable Losses of all Indemnified Parties for all such breaches shall exceed US$500,000 (the “Deductible”), at which time all Indemnifiable Losses incurred that are in excess of the Deductible shall be subject to indemnification hereunder. (B) The Warrantors shall not be obligated hereunder to indemnify an Investor (or any agreement Indemnified Parties affiliated with such Investor) in respect of any and all Indemnifiable Losses arising from any breach of this Agreement in an amount in excess of one hundred percent (100%) of the Purchase Price or instrument contemplated hereby Loan Amount, as applicable, of such Investor, except in the case of any fraud, intentional misrepresentation or thereby willful breach by the Warrantors. (C) The Warrantors, in no circumstances, shall be liable under the Transaction Documents or referred with respect to herein or therein, the transactions contemplated hereby for any consequential, exemplary, punitive or therebyspecial damages, where such damages are asserted by a third party. (D) No amounts of indemnity shall be payable by the Warrantors as a result of any Loan Indemnifiable Losses arising under this Section 7.13, to the extent it directly arises from or was directly caused by the use actions of an Investor or its Affiliates. (E) Except with respect to any breach of the proceeds thereof or any act or omission or event occurring in connection therewithKey Holders’ full-devotion and non-competition obligations under Section 7.29 hereof and the restrictions on transfer of Equity Securities of the Company by the Key Holders under the Right of First Refusal & Co-Sale Agreement by a Key Holder, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above the indemnification obligation of the Key Holders shall be liable for secondary and only to the extent the Indemnifiable Losses are not fully recovered to such Indemnified Party by the Group Companies. Notwithstanding anything to the contrary contained herein, each Key Holder’s obligations to indemnify the Indemnified Parties under the Transaction Documents shall in no event exceed the amount received by such Key Holder by disposing of all his, her or its beneficial ownership in the Group Companies at such price as valued by an independent appraiser selected jointly by the Company and the Indemnified Party. (F) None of the Key Holder’s personal assets, other than the Ordinary Shares, directly or indirectly, held by such Key Holder and valued at the fair market value, shall in any damages arising from respect be used to satisfy any of the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with indemnification obligations pursuant to this Agreement or the other Credit Documents or the transactions contemplated hereby or therebySection 7.13.

Indemnity. (a) In addition The Warrantors hereby agree to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay jointly and severally indemnify and hold harmless each AgentSeries B3 Investor, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, such Series B3 Investor’s respective employees, agentsAffiliates, sub-Associates, agents and Affiliates of each Agentassigns (collectively, Issuing Bank the “Indemnified Parties” and each Lender (each, an “IndemniteeIndemnified Party”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused Indemnifiable Losses suffered by or arising, in whole or in part, out any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence Parties, directly or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof other Transaction Documents. (b) Any Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”), provided that such written notice shall only be given after the aggregated amounts of Indemnifiable Losses are greater than or any act or omission or event occurring equal to US$100,000, in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above which case the Warrantors shall be liable for the total aggregated amounts of the Indemnifiable Loss back to the first dollar and not for the excess amount only. For the purposes of calculating the amounts for any damages arising from Indemnifiable Losses, all materiality or Material Adverse Effect qualifiers contained in any representations, warranties or covenants shall be disregarded. (c) Notwithstanding the use above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to a Series B3 Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price paid by unintended recipients such Series B3 Investor for its Subscription Shares, provided however, the aggregate indemnification liability cap of the Warrantors in this Section 7.6(c) shall not apply to any Liability of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems Warrantor in connection with fraud or criminal acts of such Warrantor that materially jeopardizes the interests of the Group Companies or the Business or any other future business that the Group Companies may be engaged in (such fraud or criminal acts, “Disqualifying Event”). 41 Share Purchase Agreement (d) With respect to any Indemnifiable Loss suffered by any Series B3 Investor as a result of the breach of any Group Company, the Principals shall bear and assume the relevant indemnification liability only when all the Group Companies fail to bear and assume the relevant indemnification liability pursuant to Section 7.6(a). In the event the Group Companies fail to pay any portion of the Indemnifiable Loss suffered by any Series B3 Investor, within three (3) months after receiving a valid claim for indemnification raised by such Series B3 Investor, the Principals shall, within one (1) month after the expiry of such three (3) months period, pay to such Series B3 Investor by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Series B3 Investor, any shortfall in respect of such claim not paid by the Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to all Series B3 Investors (including all of their relevant Indemnified Parties) shall be limited to the amount (such amount, the “Principal Liability Cap”) equal to the fair market value of all the Ordinary Shares then held by such Principal in the Company (through his Principal Holding Company), multiplied by a fraction, the numerator of which is the number of Series B3 Preferred Shares then held by such Series B3 Investor, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares and Series B3 Preferred Shares then held by all the holders of the Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares and Series B3 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis). Notwithstanding anything to the contrary in this Agreement, this Section 7.6(d) shall not apply if there is a Disqualifying Event. (e) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend in a diligent manner any actions or proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgement under the foregoing legal proceedings against the Indemnified Party suffered by it in good faith shall be conclusive evidence of the amount of Indemnifiable Losses suffered by it against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby acknowledges that, regardless of any investigation or diligence made (or not made) by or on behalf of any Indemnified Party, the Series B3 Investors have entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. (h) The indemnity obligations of the Warrantors with respect to a Series B3 Investor: (i) provided in this Section 7.6 (other Credit Documents than a breach of any Fundamental Warranty, a breach of the covenant described in Section 6.2(c) and any indemnity obligations related to the foregoing) shall remain effective until the later of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to such Series B3 Investor after the Company consummates the IPO and when such Series B3 Investor may freely transfer all its Equity Securities of the Company without any volume, manner of sale or timing restriction. 42 Share Purchase Agreement (ii) for a breach of the transactions contemplated hereby covenant described in Section 6.2(c) shall remain effective until the latest of (1) 15 months after the Series B1 Closing, (2) the expiration of the lock-up period applicable to such Series B3 Investor after the Company consummates the IPO and when such Series B3 Investor may freely transfer all its Equity Securities of the Company without any volume, manner of sale or therebytiming restriction and (3) one year after the Completion of an IPO.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless each Agent, Issuing Bank Agent (and each sub-agent thereof) and Lender and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates each of each Agent, Issuing Bank and each Lender their respective Related Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party such indemnity shall have any obligation not, as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise (x) are determined by a court of competent jurisdiction by final and nonappealable judgment (including the Bankruptcy Court) to have resulted from the gross negligence or willful misconduct of that such Indemnitee or (y) result from a claim brought by the Borrower or any of their Affiliates against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or such Affiliate has obtained a final and nonappealable judgment in each case its favor on such claim as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction (including the Bankruptcy Court). THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, or if such IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY OR OUT OF ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE. This Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent Indemnified Liabilities result arising from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themTax claim. (b) To the extent permitted by Applicable Lawapplicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents any Agent or sub-agents, any Lender or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential consequential, special or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the syndication of the credit facilities provided for herein, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim for indirect, consequential, special or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Each Credit Party agrees that no Agent or Lender or any Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewiththerewith except (but subject to Section 10.3(b)), and each in the case of any Credit Party hereby waivesParty, releases and agrees not to xxx upon the extent that any such claim or any such losses, claims, damages, whether liabilities or not accrued and whether or not known or suspected expenses have been found by a final, non-appealable judgment of a court of competent jurisdiction to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising have resulted from the use by unintended recipients gross negligence or willful misconduct of any information such Agent or other materials distributed by it through telecommunications, electronic Lender or other information transmission systems its Related Parties in connection with performing its obligations under this Agreement or the any other Credit Documents or the transactions contemplated hereby or therebyDocument.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party Depositor agrees to defend (with counsel reasonably acceptable to Bank), indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officersits parent companies, partnerssubsidiaries, membersaffiliates, directors, trusteesshareholders, advisorsofficers, employees, agentsrepresentatives, sub-agents attorneys, successors, and Affiliates of each Agent, Issuing Bank and each Lender assigns (each, an collectively “IndemniteeDepository Bank”), ) harmless from and against any and all Indemnified Liabilitiesclaims, in all casescauses of action, whether or not caused by or arisinglosses, in whole liabilities, costs, damages, and expenses, including, without limitation, reasonable legal and accounting fees and attorney fees (collectively, “Claims”), arising out of or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation way related to any Indemnitee hereunder with respect to any Indemnified Liabilities this Agreement except to the extent the Claims are finally adjudicated by a court of competent jurisdiction to be directly caused by Bank’s gross negligence or willful misconduct. Without regard to Depositor’s indemnification obligations to Bank, Secured Party agrees to defend (with counsel reasonably acceptable to Bank), indemnify, and hold Depository Bank harmless from and against any and all Claims arising out of or related to Bank’s compliance with any instruction given by Secured Party; provided, that, notwithstanding anything to the contrary herein (i) such Indemnified Liabilities arise from indemnification obligation shall not apply to the extent the Claims are finally adjudicated by a court of competent jurisdiction to be directly caused by Bank’s gross negligence or willful misconduct and (ii) Depositary Bank shall not make a claim of that Indemnitee, indemnity against the Secured Party unless it has first made such claim of indemnity to the Depositor and the Depositor has failed to satisfy the claim within 15 Business Days after the Depository Bank made the claim of indemnity. Secured Party’s obligations to Bank hereunder shall in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result no way operate to release Depositor from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under to Secured Party and shall not impair any Credit Document that is determined in favor rights or remedies of such Credit Secured Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon collect any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising amounts from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyDepositor.

Indemnity. (a) In addition to the payment 9.1.1 Each of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby Mars and CopyTele Sub shall be consummated, each Credit Party agrees to defend indemnify, pay separately indemnify and hold harmless each Agent, Issuing Bank the Escrow Agent and Lender and the its officers, partners, members, directors, trustees, advisors, employees, agents, sub-employees and agents and Affiliates of (each Agent, Issuing Bank and each Lender (each, an “IndemniteeIndemnified Party”), ) from and against all Liabilities or obligations of any kind whatsoever (and any interest thereon) (including, but not limited to, all properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoing), which may be incurred, suffered or brought against such Indemnified LiabilitiesParty as a result of or in connection with such Indemnified Party's appointment or involvement hereunder or the exercise of any of such Indemnified Party's powers or duties hereunder or any acts taken or omitted to be taken by such Indemnified Party in accordance with the terms of this Agreement, any tax for which the Escrow Agent is or may be liable or accountable in all casesconnection with the Securities, whether this Deed or the performance of the Escrow Agent's obligations under this Agreement (including without limitation the purchase and/or sale of Securities, the collection and/or realisation of coupons, dividends, interest or other payments, the receipt of or entitlement to receive any income, and the Escrow Agent acting as or being deemed to be a trustee, branch or agent of Mars or CopyTele Sub (as applicable)) provided that this indemnity shall not caused extend to tax on or attributable to any fees. This indemnity shall not apply in respect of an Indemnified Party to the extent but only to the extent that any such losses incurred or suffered by or arising, in whole brought against such Indemnified Party arise out of or in part, out of connection with the willful misconduct or gross negligence of such Indemnitee; provided that no Credit Party Indemnified Party. As between CopyTele Sub and Mars, each shall have be responsible for one-half of any obligation to any Indemnitee hereunder with respect amounts paid to any Indemnified Liabilities Party pursuant to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent this Section 9.1.1. 9.1.2 The Parties hereto acknowledge that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole foregoing indemnities shall survive th resignation or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use removal of the proceeds thereof or any act or omission or event occurring in connection therewith, Escrow Agent and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients termination of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyAgreement.

Indemnity. (a) In addition 18.1 Subject to the payment provisions of expenses Section 12.7 above, each party agrees to indemnify, defend and hold harmless the other party and its affiliates (and Sublicensees, with respect to Customer) and their officers, directors, shareholders, employees and agents from any third party loss, claim, liability, award, judgment, damage, settlement, cost or expense (including reasonable attorney's fees and costs of suit) ("LOSS") which is directly or indirectly caused by (i) with respect to either party, its breach of any representation, warranty or covenant or failure to perform any obligation under this Agreement, except to the extent covered by the other party's indemnity obligations hereunder; or (ii) with respect to SVI, its activities pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party 17.1. 18.2 The indemnified party agrees to defend indemnifynotify the indemnifying party promptly of any potential indemnified claim and to cooperate fully with the indemnifying party, pay at the indemnifying party's expense, in the defense and hold harmless each Agentsettlement thereof. Neither party shall settle or compromise an indemnified claim any way that impairs or jeopardizes the other party's rights or subjects the other party to liability without such party's prior written consent, Issuing Bank which shall not be unreasonably withheld. 18.3 If Customer or its Sublicensees' use of one or more Deliverables infringes any patent, copyright, trade secret or other intellectual property right of a third party, SVI shall, at its sole cost and Lender and expense, either (i) acquire for Customer the officersright to continue to use such Deliverable in accordance with the terms hereof, partnersor (ii) provide Customer with another software product which will perform in an equivalent manner. If one of the foregoing does not occur within a reasonable period of time, membersin no event longer than forty-five (45) days, directorsthen Customer shall have the right to terminate this Agreement as to the affected Deliverables (but not other Deliverables or the entire Agreement, trustees, advisors, employees, agents, sub-agents and Affiliates unless the affected Deliverable [***] = Confidential Treatment Requested substantially impairs Customer's ability to enjoy the benefits of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”this Agreement), from and against any and all Indemnified Liabilitiesreceive(a) for Deliverables on EXHIBIT 1, in all casesSCHEDULES A OR B, whether a PRO RATA portion of fees under Section 9.1.1 as indicated on such Schedules; or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach by such Indemnitee of its obligations under any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To for Deliverables on EXHIBIT 1, SCHEDULE C, the extent permitted by Applicable Law, no Credit Party shall assertfull contract amount set forth thereon plus all service fees relating to the delivery of such Deliverable. This remedy is in addition to, and each Credit Party hereby waivesnot in limitation of, any claim against each Lenderother remedies Customer may have hereunder, each Agentat law or in equity. However, Issuing BankSVI will not be responsible for any infringement liability resulting directly or indirectly from (i) Customer modifications to the Deliverables that are not made by SVI or under its direction or with its express approval, Arranger and their respective Affiliates(ii) Customer's use with the Deliverables of any equipment not specified by SVI, directors, employees, attorneys, or (iii) any Deliverables not installed by SVI or its authorized agents or sub-agentswith SVI's approval. 18.4 SVI shall maintain, at all times during the Term, insurance of the following types and in the following amounts: commercial general liability insurance (including contractual liability) on any theory an occurrence form with limits (in combination with excess liability insurance) of liability[***] in the aggregate and workers compensation coverage as dictated by applicable law. Customer will be added as an additional insured. Upon the execution of this Agreement and annually thereafter, for specialSVI shall furnish Customer with an insurance certificate relating to the commercial general liability insurance and indicating that such insurance will not be canceled, indirect, consequential terminated or punitive damages modified unless thirty (30) days prior written notice has been given by the carrier to Customer and that Customer is included as opposed an additional insured. SVI hereby agrees to direct or actual damagesuse commercially reasonable efforts to cause its insurance company(ies) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement waive any rights they may have to recover from Customer or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for Sublicensee any damages arising from claims falling within the use by unintended recipients scope of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyindemnities set forth herein.

Indemnity. (a) In addition to Each Party (an “Indemnifying Party”) shall indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit other Party agrees to defend indemnify, pay and hold harmless each Agent, Issuing Bank and Lender and the officers, partners, members, its directors, trustees, advisorsofficers, employees, agents, sub-and agents and Affiliates of each Agent, Issuing Bank and each Lender (each, an “Indemnitee”), from and ) against any losses, liabilities, damages, liens, penalties, diminution in value, costs, and all Indemnified Liabilitiesexpenses, in all cases, whether or not caused by or arising, in whole or in part, out including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the negligence of such Indemnitee; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemniteeforegoing, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction, or if such Indemnified Liabilities result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive damages) against such Indemnitee for a material breach incurred by such Indemnitee (the “Indemnifiable Loss”) as a result of its obligations under (i) any Credit Document that is determined in favor of such Credit Party by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 apply but are unenforceable in whole breach or in part because they are violative violation of any law representation or public policywarranty made by the Indemnifying Party, or (ii) any breach by the applicable Credit Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees any covenant or any of themagreement contained herein. (b) To If an Indemnitee believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the extent permitted by Applicable LawIndemnifying Party stating specifically the basis on which such claim is being made, the material facts related thereto, and (if ascertainable or quantifiable) the amount of the claim asserted. In the event of a third-party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Indemnifying Party, no Credit settlement shall be deemed conclusive with respect whether there was an Indemnifiable Loss or the amount of such Indemnifiable Loss unless such settlement is consented to by the Indemnifying Party. Any dispute related to this Section 8.1(b) shall be resolved pursuant to Section 8.14 hereof. (i) The Indemnifying Party shall assertnot have any liability under this Agreement until the aggregate amount of Indemnifiable Loss incurred by an Indemnitee exceeds an amount equal to US$3,000,000, in which case such Indemnitee shall be entitled to indemnification of the entire amount of the Indemnifiable Loss; and (ii) the amount of Indemnifiable Loss for which the Indemnitee may be indemnified by the Indemnifying Party under this Agreement shall be limited to the Purchase Price actually paid by the Investor. (d) Notwithstanding any other provision contained herein, this Section 8.1 shall be the sole and exclusive monetary remedy of each Credit Party hereby waives, for any claim against each Lender, each Agent, Issuing Bank, Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, of or in any way related to, resulting from this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, and the transactions contemplated hereby hereby, except that no limitation or thereby, exceptions with respect to the obligations or liabilities on any Loan Party provided in the foregoing sub-sections under this Section 8.1 shall apply to an Indemnifiable Loss arising due to the fraud or the use willful misconduct of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee referred to above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyParty.