Common use of Indemnity Clause in Contracts

Indemnity. Tenant shall indemnify and hold harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.

Indemnity. Tenant Whether or not the transactions contemplated hereby shall indemnify be consummated, the Borrower hereby agrees to indemnify, pay and hold the Lender, its Affiliates and their respective shareholders, officers, directors, employees and agents of the Lender (collectively, the “Indemnified Parties”), harmless Landlord from and against any and all claims arising from Tenant's claims, liabilities, losses, damages, penalties, costs and expenses (whether or Tenant's agents', servants', employees' or contractors') use or occupancy not any of the Premisesforegoing Persons is a party to any litigation), including, without limitation, attorneys’ fees and costs and costs of investigation, document production, attendance at a deposition, or from the conduct of Tenant's business other discovery, with respect to or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms out of this Lease, Agreement or arising from the other Loan Documents or any negligence use of the Tenantproceeds hereunder, or any exercise by the Lender of Tenant's agentsits rights and remedies under this Agreement or, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environmentLoan Document, or any claim, demand, action or cause of action being asserted against any Loan Party, including without limitation with respect to violation of any Environmental Law or other statuteLaw (collectively, ordinancethe “Indemnified Liabilities”), rule, regulation, judgment provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from (i) the gross negligence or order willful misconduct of any governmental such Persons or judicial entityits employees or representatives or (ii) any breach in bad faith by such Indemnified Party of any Loan Document. No Indemnified Party shall assert, and from and against each Indemnified Party hereby waives, any claim based 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, liabilitiestort or duty imposed by any applicable legal requirement) arising out of, costsin connection with, and penalties assessed as a result of, or in any way related to, this Agreement or any other 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 activity act or operation on the Premises during the term of this Leaseomission or event occurring in connection therewith, and each Indemnified Party hereby waives, releases and covenants not to ▇▇▇ upon any such claim or seek any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Tenant's obligations or liabilities under this Paragraph This covenant shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy Agreement and the payment of the Real PropertyObligations.

Indemnity. Tenant shall The Borrower hereby agrees to: (i) pay to the Bank on demand, all costs (including legal and litigation costs and expenses on full indemnity basis) customs duty, penalty, demurrage, storage charges, clearing and forwarding charges and all other charges and expenses which the Bank may be put to or suffer or incur in connection with the Goods and / or the documents of title to Goods covered by the LCs including for re-shipment thereof for any reason whatsoever, or in the exercise or enforcement of any right or power hereby conferred or otherwise howsoever. (ii) indemnify and hold harmless Landlord from keep fully indemnified and save the Bank against: (a) any claim, loss or damage, costs, charges and expenses including litigation expenses whatsoever which may be brought or made against any or sustained or incurred by the Bank (and all claims arising from Tenant's (whether paid by the Bank or Tenant's agents', servants', employees' not) or contractors') use which the Bank may become liable under or occupancy in respect of the PremisesLCs; (b) action or proceedings made or brought against the Bank, its correspondents or from the conduct of Tenant's business confirming banks or from agents; (c) any activity, work liability or things done, permitted loss incurred or suffered by Tenant (it, its correspondents or Tenant's agent, servants, employees confirming banks or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord agents by reason of such claimit having established the LCs; (d) every payment made, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injuryobligation, liability, loss and damage, penalties, taxes, etc. whatsoever undertaken or damage to persons incurred or property, and any and all claims suffered by the Bank (whether directly or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from indirectly) under or in connection with contamination of and / or adverse affects on the Premises, the environment, arising from all or any violation or some of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and such LCs; and (e) against any liability, loss, damages, liabilities, costs, costs and penalties assessed expenses (including legal expenses) awarded against or incurred or paid by the Bank as a result of any activity or operation on in connection with the Premises during Bank making payment to the term of this Lease. Tenant's obligations Suppliers, under the LCs, without deducting tax in India whether or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease not such payment attracts withholding tax in India or termination of Tenant's occupancy of the Real Propertyrequires due certification by a qualified accountant.

Indemnity. Tenant shall indemnify Without duplication of any amounts payable under any other similar indemnity provision set forth in the Loan Agreement or any other Loan Documents, the Pledgor shall: (i) pay all out-of-pocket costs and expenses of the Pledgee incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Pledgee); (ii) pay and hold the Pledgee and the Bank Product Providers harmless Landlord from and against any and all claims arising present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, any payment made hereunder or from the conduct of Tenant's business execution, delivery or from any activityregistration of, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about otherwise with respect to this Agreement and save the Premises Pledgee and shall further indemnify and hold the Bank Product Providers harmless Landlord from and against any and all claims arising liabilities with respect to or resulting from any breach delay or default in omission to pay any such taxes, charges or levies; and (iii) indemnify the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence Pledgee and each of the TenantBank Product Providers, or any and each of Tenant's agentstheir respective officers, contractors or directors, shareholders, employees, representatives and agents from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense hold each of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold them harmless Landlord from and against any and all liabilitycosts, claims losses, liabilities, claims, obligations, suits, penalties, judgments, damages or actions for injuryexpenses incurred by or asserted against any of them (whether or not any of them is designated a party thereto) arising out of or by reason of this Agreement or any transaction contemplated hereby (including, liabilitywithout limitation, or damage to persons or propertyany investigation, and any and all claims or actions brought by any person, firm, governmental body, litigation or other entityproceeding related to this Agreement), including including, without limitation, the reasonable legal fees and expenses, alleging or resulting from or arising from or disbursements of counsel incurred in connection with contamination of any such investigation, litigation or adverse affects other proceeding. Notwithstanding anything in this Agreement to the contrary, the Pledgor shall not be responsible to the Pledgee or any Bank Product Provider for any costs, losses, damages, liabilities or expenses which result from the gross negligence or willful misconduct on the Premises, the environment, part of such Pledgee or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this LeaseBank Product Provider. TenantThe Pledgor's obligations or liabilities under this Paragraph Section shall survive the term(s) of this Lease, any termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall indemnify be consummated, Company agrees to defend, indemnify, pay and hold harmless Landlord Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "Indemnitees") from and against any and all claims other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising from Tenant's out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or Tenant's agents', servants', employees' or contractors') the use or occupancy intended use of the Premisesproceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the conduct gross negligence or willful misconduct of Tenant's business or from any activitythat Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, work or things doneindemnify, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation on Tenant's part law or public policy, Company shall contribute the maximum portion that it is permitted to be performed pay and satisfy under applicable law to the terms payment and satisfaction of this Lease, or arising from any negligence of all Indemnified Liabilities incurred by the Tenant, Indemnitees or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertythem.

Indemnity. Tenant (a) The Optionee shall and does hereby indemnify and save the Optionor harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the Optionee after the date hereof; provided that the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of the Optionor or its employees, agents or contractors. For further clarity, the parties intend that the Optionee shall be responsible for all liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of: (i) the conduct of activities in, on or under the Property; (ii) the environmental protection, clean-up, remediation, and reclamation of the Property including, but not limited to, the obligations and liabilities arising out of or related to: 1. the disturbance or contamination of land, water (above or below surface) or the environment by exploration, mining, processing or waste disposal activities; 2. any failure to comply with all past, current or future governmental or regulatory authorizations, licenses, permits, and orders and all non-governmental prohibitions, covenants, contracts and indemnities; 3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and 4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith. (b) Each party hereto shall indemnify and hold save harmless Landlord the other, as well as its officers, directors and shareholders, from and against any and all claims claims, losses, liabilities, damages, fees, fines, penalties, interests, deficiencies, costs and expenses, of any nature or kind whatsoever (collectively, the “Claims”), arising from Tenant's (by virtue or Tenant's agents', servants', employees' or contractors') use or occupancy in respect of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach of covenant contained herein or default in the performance of failure to comply with any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenantprovision herein, or any of Tenant's agentsinaccuracy, contractors misstatement, misrepresentation or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred omission made by such party in the defense of connection with any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or propertymatter set out herein, and any and all claims or actions brought by any personactions, firmsuits, governmental bodyproceedings, or other entitydemands, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilitiesclaims, costs, legal and penalties assessed as a result of other expenses related or incidental thereto. (c) Notwithstanding any activity or operation on the Premises during the term other provision of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, Agreement and any termination of this Lease or termination of Tenant's occupancy Agreement, the indemnities provided herein shall remain in full force and effect until all possible liabilities of the Real Propertypersons indemnified thereby are extinguished by the operation of law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person. (d) No investigation made by or on behalf of either of the parties hereto at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any condition herein, in whole or in part, shall operate as a waiver of any other condition herein.

Indemnity. Tenant To the fullest extent permitted by law, Vessel Owner shall indemnify indemnify, defend (with counsel satisfactory to City) and hold harmless Landlord City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the “Indemnified Parties”) from and against any and all claims arising (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, administrative orders of any nature, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) of every kind and nature (individually, a Claim; collectively, “Claims”), which may arise from Tenant's or in any manner relate (directly or Tenant's indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or omissions of Vessel Owner, its principals, officers, agents', servants', employees' , vendors, suppliers, consultants, subcontractors, invitees, licensees, anyone employed directly or contractors'indirectly by any of them or for whose acts they may be liable or any or all of them) use and the following: (i) Vessel Owner’s use, occupancy or occupancy possession of the PremisesSlip and Marina facilities, (ii) the entry by Vessel Owner, or from any of its invitees on the conduct Marina property, and (iii) Vessel Owner’s breach or failure to comply with any provision of Tenant's business this Agreement or from the law, or both. Vessel Owner shall be obligated under this indemnity regardless of any activityactive or passive negligence or strict liability of obligations under this paragraph are joint and several with any person or entity owing any duty to indemnify, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify defend and hold harmless Landlord the Indemnified Parties, except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be construed to require Vessel Owner to indemnify the Indemnified Parties from and against any and all claims Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any breach award of attorney’s fees in any action on or default in the performance of any obligation on Tenant's part to be performed under enforce the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) Agreement. This indemnity shall defend the same at Tenant's expense, by counsel satisfactory apply to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlordand liability regardless of whether any insurance policies are applicable. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed The policy limits do not act as a result limitation upon the amount of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyindemnification to be provided by Vessel Owner.

Indemnity. Tenant 15.3.1 All TRUSTEES and the AUDITORS shall indemnify and hold harmless Landlord from and be indemnified out of the funds of the ASSOCIATION against any liabilities bona fide incurred by them in their respective said capacities and all claims arising from Tenant's (in the case of a TRUSTEE, in his capacity as CHAIRMAN, VICE- CHAIRMAN, whether defending any proceedings, civil, criminal or Tenant's agents'otherwise, servants'in which relief is granted to any such person/s by the Court 15.3.2 Every TRUSTEE, employees' or contractors') use or occupancy every servant, agent and employee of the PremisesASSOCIATION, and the AUDITORS shall be indemnified by the ASSOCIATION against (and it shall be the duty of the TRUSTEES out of the funds of the ASSOCIATION to pay) all costs, losses and expenses (including traveling expenses) which such person or from the conduct of Tenant's business persons may incur or from any activity, work or things done, permitted or suffered become liable for by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance reason of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenantcontract entered into, or any act or deed done, by such person or persons in the discharge of Tenant's agentsany of his/their respective duties, contractors including in the case of a TRUSTEE, his duties as CHAIRMAN or employeesVICE- CHAIRMAN. Without prejudice to the generality of the above, and from and the ASSOCIATION shall specifically indemnify every such person against all costs, attorneys' fees, expenses and liabilities losses of whatsoever nature incurred in the defense arising out of any such claim bona fide act, deed or any action letter done or proceeding brought thereon; and in case any action written by him jointly or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or severally in connection with contamination the discharge of his duties provided that any such act, deed or adverse affects on letter has been done or written in good faith. 15.3.3 A TRUSTEE shall not be liable for the Premisesacts, receipts, neglects or defaults of the environmentAUDITORS or of any of the other TRUSTEES, whether in their capacities as TRUSTEE or as CHAIRMAN or VICE-CHAIRMAN, or for any violation loss or expense sustained or incurred by the ASSOCIATION through the insufficiency or deficiency of title to any property acquired by the TRUSTEES for or on behalf of the ASSOCIATION, or for the insufficiency of any Environmental Law security in or other statuteupon which any of the monies of the ASSOCIATION shall be invested, ordinanceor for any loss or damage arising from the insolvency or delictual act of any person with whom any monies, rulesecurities or effects shall be deposited, regulation, or for any loss or damage occasioned by any error of judgment or order oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyduties of his office/s or in relation thereto, unless the same shall happen through lack of bona fides or breach of duty or breach of trust.

Indemnity. Tenant shall Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and hold harmless Landlord each of its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, taxes (including stamp, excise, sales or Tenant's agents', servants', employees' other taxes that may be payable or contractors') use or occupancy determined to be payable with respect to any of the PremisesPurchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for losses resulting from the conduct gross negligence or willful misconduct of Tenant's business Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any activityviolation or alleged violation of any environmental law, work rule or things doneregulation or any consumer credit laws, permitted including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that Seller shall not be liable for losses resulting from the gross negligence or suffered willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Tenant (Buyer in connection with any Purchased Asset for any sum owing thereunder, or Tenant's agentto enforce any provisions of any Purchased Asset, servantsSeller will save, employees or contractors) in or about the Premises and shall further indemnify and hold Buyer harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costsexpense (including attorneys’ fees), attorneys' fees, expenses and liabilities incurred in the defense of any such claim loss or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord damage suffered by reason of such claimany defense, Tenant (upon notice from Landlord) shall defend set-off, counterclaim, recoupment or reduction or liability whatsoever of the same at Tenant's expenseaccount debtor or obligor thereunder, arising out of a breach by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk Seller of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from or Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with contamination Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 25 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Buyer’s rights under this Paragraph Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the fees and disbursements of its counsel. Seller hereby acknowledges that the obligation of Seller hereunder is a recourse obligation of Seller. This Article 24 shall survive the term(s) of this Lease, termination of this Lease Agreement and the repurchase by Seller of any or termination of Tenant's occupancy all of the Real PropertyPurchased Assets.

Indemnity. Tenant 12.1 The Sublicensee shall defend, indemnify and hold harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents'the Sublicensor, servants'its Affiliates, its respective officers, directors, employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, agents and permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and assigns from and against all claims, proceedings, actions, judgments, costs, attorneys' feesdamages and all related expenses in connection with: personal or bodily injury, expenses and liabilities incurred in the defense illness or death of any such claim person caused by the Sublicensee’s negligent acts or any action or proceeding brought thereonomissions; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or the loss of use of tangible, personal or real property, to the extent that such injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons arises from the negligence of or propertybreach of this Agreement by the Sublicensee, and any and all of its personnel or respective officers, directors, employees, agents; claims for infringement, misuse, exploitation or actions brought misappropriation of any third-party Intellectual Property rights or breach of confidentiality caused by the Sublicensee, any personof its personnel or respective officers, firmdirectors, governmental bodyemployees, agents; imposition or claims by Government regulators or agencies for fines, penalties, sanctions or other entity, including reasonable legal fees and expenses, alleging or resulting from or remedies arising from or in connection with contamination the Sublicensee’s failure to comply with its regulatory obligations or on account of default of its tax obligations; or adverse affects claims on account of any fraud, wilful misconduct, gross negligence, misrepresentation, breach of statutory duty. 12.2 In addition to the Premisesabove, the environmentSublicensee agrees to indemnify and hold harmless the Sublicensor, or its Affiliates and any violation of any Environmental Law or other statuteits officers, ordinancedirectors, ruleemployees, regulation, judgment or order of any governmental or judicial entity, agents and representatives from and against any damagesloss, liabilitiesdamage, costs, expense or cost arising out of or in connection with any breach or violation by the Sublicensee of applicable law or governmental regulation; any claims of whatever nature by third parties with respect to the use and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy access of the Real PropertyQuickMed System by the Sublicensee; and any administrative or other costs associated with or arising from the Sublicensee’s failure to obtain or maintain the necessary approvals, consents, governmental authorizations, licenses and permits required of the Sublicensee in order to access or use the QuickMed System, if applicable.

Indemnity. Tenant Each Loan Party shall indemnify Agent, each Lender and hold harmless Landlord each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnitee”) from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (or Tenant's agents'including reasonable fees and disbursements of counsel) (collectively, servants'“Losses”) which may be imposed on, employees' or contractors') use or occupancy of the Premisesincurred by, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and asserted against any and all claims arising from Indemnitee in any breach claim, litigation, proceeding or default in the performance of investigation instituted or conducted by any obligation on Tenant's part Governmental Body or instrumentality or any other Person with respect to be performed under the terms of this Lease, or arising from any negligence of the Tenantaspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of Tenant's agentsthe foregoing arises out of the gross negligence, contractors bad faith or employeeswillful misconduct of the Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, and each Loan Party shall indemnify each Indemnitee from and against all costsLosses, attorneys' fees, expenses and liabilities suffered or incurred in the defense by any Indemnitee under or on account of any such claim Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence of any Hazardous Substances affecting the Real Property, whether or not the same originates or emerges from the Real Property or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of contiguous real estate, except to the extent such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injuryloss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Agent or damage to persons any Lender. Each Loan Party’s indemnity obligations shall arise upon the discovery of the presence of any material Hazardous Substances in violation of Applicable Laws at the Real Property, whether or propertynot any federal, and any and all claims or actions brought by any person, firm, governmental bodystate, or other entity, including reasonable legal fees and expenses, alleging local environmental agency has taken or resulting from or arising from or threatened any action in connection with contamination of or adverse affects on the Premises, the environment, or any violation presence of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyHazardous Substances.

Indemnity. Tenant In addition to the payment of expenses pursuant to Section 11.1, whether or not the transactions contemplated hereby shall indemnify be consummated, each Note Party agrees to indemnify, pay and hold Agent, each Purchaser, and the officers, directors, employees, agents, consultants, auditors, persons engaged by Agent or any Purchaser, to evaluate or monitor the Collateral, Affiliates and attorneys of Agent, each Purchaser and such holders (collectively called the “Indemnitees”) harmless Landlord from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising from Tenant's (out of this Agreement or Tenant's agents'the other Note Documents, servants'the consummation of the transactions contemplated by this Agreement, employees' the statements contained in the commitment letters, if any, delivered by Agent or contractors') any Purchaser, Agent’s and each Purchaser’s agreement to purchase the Notes hereunder, the use or occupancy intended use of the Premisesproceeds of any of the Notes or the exercise of any right or remedy hereunder or under the other Note Documents, including, without limitation any actual or from the conduct alleged presence or release of Tenant's business Hazardous Materials on or from any activityproperty owned, work occupied or things done, permitted operated by the Borrower or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenantits Subsidiaries, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred environmental liability related in any way to the defense of any such claim Borrower or any action of its Subsidiaries or proceeding brought thereonany of their respective properties (the “Indemnified Liabilities”); and in case provided that no Note Party shall have any action obligation to any Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or proceeding brought against Landlord willful misconduct of that Indemnitee as determined by reason a final non-appealable judgment by a court of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlordcompetent jurisdiction. For valuablethe avoidance of doubt, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims this Section 11.2 shall not apply with respect thereto against Landlord. Tenant to Charges (which, solely for the purpose of this Section 11.2, shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or include Excluded Taxes) other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damagesthan Charges that represent losses, liabilities, costsdamages, and penalties assessed as etc. with respect to indemnity payments on a result of any activity or operation on the Premises during the term of this Leasenon-Charge claim. Tenant's obligations or liabilities Payments under this Paragraph Section 11.2 shall survive be made by the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy Borrower to the Agent for the benefit of the Real Propertyrelevant Indemnitee.

Indemnity. Tenant shall (1) To the extent provided by law, in addition to the other amounts payable by the Borrower under this Agreement (including, without limitation, Section 4 hereof), the Borrower hereby agrees to pay and indemnify and hold harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and Lender from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damagesclaims, liabilities, losses, costs, and penalties assessed expenses (including, without limitation, reasonable attorneys’ fees and expenses) that the Lender may (other than as a result of the gross negligence or willful misconduct of the Lender) incur or be subjected to as a consequence, directly or indirectly, of (i) any actual or proposed use of any proceeds of the Loan or the Borrower’s entering into or performing under any Credit Document; (ii) any breach by the Borrower of any representation, warranty, covenant, or condition in, or the occurrence of any other default under, any of the Credit Documents, including without limitation all reasonable attorneys’ fees or expenses resulting from the settlement or defense of any claims or liabilities arising as a result of any activity such breach or default; (iii) allegations of participation or interference by the Lender in the management, contractual relations, or other affairs of the Borrower; (iv) allegations that the Lender has joint liability with the Borrower to any third party as a result of the transactions contemplated by the Credit Documents; (v) any suit, investigation, or proceeding as to which the Lender is involved as a consequence, directly or indirectly, of its execution of any of the Credit Documents, the making of the Loan, or any other event or transaction contemplated by any of the Credit Documents; or (vi) the conduct or management of or any work or thing done on the Project and any condition of or operation on of the Premises during Project. (2) Nothing contained in this paragraph (e) shall require the term Borrower to indemnify the Lender for any claim or liability that the Borrower was not given any opportunity to contest or for any settlement of any such action effected without the Borrower’s consent. The indemnity of the Lender contained in this Lease. Tenant's obligations or liabilities under this Paragraph paragraph (e) shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant a) In any threatened, pending or completed action, suit, or proceeding to which Collateral Subadvisor, its shareholders, officers, directors, employees or associated persons (collectively, “its affiliates”) was or is a party or is threatened to be made a party by reason of the fact that Collateral Subadvisor is or was an investment adviser of the Fund or otherwise, the Fund and Manager, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Collateral Subadvisor and its affiliates against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates in connection with any action, suit or proceeding if Collateral Subadvisor acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Fund, and provided that its conduct does not constitute willful misfeasance, bad faith or gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Collateral Subadvisor acted in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund. b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against Collateral Subadvisor or its affiliates may, in the sole discretion of Manager, be paid by the Fund and/or Manager in advance of the final disposition of such action, suit or proceeding, if and to the extent that the person on whose behalf such expenses are paid shall agree to reimburse the Fund and/or Manager, as applicable, in the event indemnification is not permitted under this Section 12. c) Collateral Subadvisor agrees to indemnify, defend and hold harmless the Fund, Manager and Manager’s members, officers, directors, employees or associated persons (collectively, “its affiliates”) against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or its affiliates by reason of any act or omission of Collateral Subadvisor relating to the Fund (including costs and expenses of investigating and defending any claims, demand or suit and attorneys’ and accountants’ fees) if such act or omission materially violated the terms of this Agreement or involved willful misfeasance, bad faith or gross negligence on the part of Collateral Subadvisor in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. d) Any indemnification under subsections (a) or (c) above, unless ordered by a court or administrative forum, shall be made only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification is proper in the circumstances because the party claiming indemnification (the “Indemnitee”) has met the applicable standard of conduct set forth in subsection (a) or (c), as the case may be. To the extent that the Indemnitee or its affiliates have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) or (c) above, or in defense of any claim, issue or matter therein, the immediately preceding sentence of this subsection (d) shall not apply and the party obligated to indemnify the other party (the “Indemnitor”) shall indemnify the Indemnitee or its affiliates against the expenses, including attorneys’ and accountants’ fees, actually and reasonably incurred by it or its affiliates in connection therewith. e) In the event that any claim, dispute or litigation arises between Collateral Subadvisor and any party other than the Fund or Manager, which claim, dispute or litigation is unrelated to the Fund’s business, and if the Fund or Manager are made a party to such claim, dispute or litigation by such other party, Collateral Subadvisor shall defend any actions brought in connection therewith on behalf of the Fund and/or Manager each of whom agree to cooperate in such defense and Collateral Subadvisor shall indemnify and hold harmless Landlord the Fund and Manager from and against with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between the Fund and/or Manager and all claims arising from Tenant's (any party other than Collateral Subadvisor which claim, dispute or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part litigation is unrelated to be performed Collateral Subadvisor’s duties under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employeesAgreement, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of if Collateral Subadvisor is made a party to such claim, Tenant (upon notice from Landlord) dispute or litigation by such other party, the Fund and/or Manager, jointly and severally, shall defend any actions brought in connection therewith on behalf of Collateral Subadvisor or its principals, each of whom agree to cooperate in such defense and the same at Tenant's expenseFund and/or Manager, by counsel satisfactory to Landlord. For valuablejointly and severally, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord Collateral Subadvisor and its affiliates from and against with respect to any amounts awarded to such other party. Notwithstanding any other provision of this subsection (e), if, in any claim as to which indemnity is or may be available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim and all liabilityshall be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim. f) None of the foregoing provisions for indemnification shall be applicable with respect to default judgments, claims confessions of judgment or actions for injurysettlements entered into by the Indemnitee without the prior consent of the Indemnitor; provided, however, that should the Indemnitor refuse to consent to a settlement approved by the Indemnitee, the Indemnitee may effect such settlement, pay such amount in settlement as it shall deem reasonable and seek a judicial or regulatory determination with respect to reimbursement by the Indemnitor of any loss, liability, damage, cost or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, expenses (including reasonable legal fees attorneys’ and expenses, alleging or resulting from or arising from or accountants’ fees) incurred by the Indemnitee in connection with contamination such settlement to the extent such loss, liability, damage, cost or expense (including reasonable attorneys’ and accountants’ fees) was caused by or resulted from a material violation of this Agreement by the Indemnitor or adverse affects on violation of the Premisesstandard of conduct set forth herein. Notwithstanding the foregoing, the environmentIndemnitor shall, or at all times, have the right to offer to settle any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entitymatters, and from if the Indemnitor successfully negotiates a settlement and against any damagestenders payment therefor to the Indemnitee, liabilities, costs, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and penalties assessed as a result conditions of any activity the proposed settlement or operation on the Premises during Indemnitee may refuse to settle the term matter and continue its defense in which latter event the maximum liability of this Lease. Tenant's obligations or liabilities under this Paragraph the Indemnitor to the Indemnitee shall be the amount of said proposed settlement. g) The foregoing provisions for indemnification shall survive the term(s) of this Lease, termination of this Lease Agreement. h) Collateral Subadvisor acknowledges as to it that the indemnities provided in this Agreement by Manager and the Fund to Collateral Subadvisor shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or termination based upon Collateral Subadvisor’s misrepresentations, omissions or breach of Tenant's occupancy of the Real Propertyany warranty in this Agreement.

Indemnity. Tenant shall indemnify The Redeveloper indemnifies and agrees to protect, defend and hold harmless Landlord the Authority and the Authority’s commissioners, officers, directors, employees, agents, affiliates, successors and assigns, from and against all claims, demands, losses, damages, costs, expenses, liabilities, taxes, assessments, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, causes of action, remedial action requirements and/or enforcement actions of any kind (including, without limitation, attorney’s fees and all claims court or similar costs) directly or indirectly arising from Tenant's out of or attributable to in whole or in part: (a) the material inaccuracy of any representation or Tenant's agents'the material breach of any representation, servants', employees' covenant or contractors') use or occupancy warranty of the PremisesRedeveloper contained in this Contract; (b) the Redeveloper’s acquisition, ownership or from use of the conduct Property and the Project Improvements, unless caused by the gross negligence or willful misconduct of Tenant's business the Authority; (c) the failure on the part of the Redeveloper to perform, observe and/or comply with any covenant, obligation or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part duty to be performed under performed, observed and/or complied with by the Redeveloper pursuant to the terms of this LeaseContract or any other Transaction Document; (d) any condition of, on or arising from in the Property or the Project Improvements or any negligence part thereof caused by any act or omission of the TenantRedeveloper or the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law; (e) the performance or non-performance of any Transaction Document, contract, agreement, obligation or undertaking entered into by the Redeveloper (whether as the agent of the Authority or otherwise) in connection with all or any part of the Project; and/or (f) any act or omission of the Redeveloper or any of Tenant's the Redeveloper’s agents, contractors or contractors, subcontractors, servants, employees, and from and against all costsmembers, attorneys' feesofficers, expenses and liabilities incurred in the defense of any such claim directors, licensees or invitees or any action other person or proceeding brought thereon; and in case any action entity for whose acts or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend omissions the same at Tenant's expense, by counsel satisfactory Redeveloper is otherwise responsible pursuant to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyApplicable Law.

Indemnity. Tenant (a) Except with respect to third party claims the subject of this Section, neither Party shall be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other or its Affiliates of a direct nature where the same is a loss of turnover, profits, business or goodwill; or an indirect or consequential or punitive nature, including any indirect or consequential economic loss or other indirect or consequential loss of turnover, profits, loss of enterprise value, business or goodwill or otherwise. (b) AMT shall indemnify, defend and hold ST. JUDE, the American Lebanese Syrian Associated Charities, Inc. (ALSAC; a non-profit, 501(c)(3) corporation which supports ST. JUDE), their present and former trustees, directors, governors, officers, agents, faculty, employees and students (“the Indemnitees”) harmless as against any claims, demands, damages, judgments, fees (including reasonable attorneys fees), expenses, or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought by a third party as a consequence of the use of clinical data provided by ST. JUDE, the practice of the Patent Rights or the sale of Licensed Products by AMT or Sublicensees, whether or not ST. JUDE, either jointly or severally, is named as a party defendant in any such lawsuit and whether or not ST. JUDE is alleged to be negligent or otherwise responsible for any injuries to persons or property. Such indemnity shall not extend to any claims, demands, damages, judgments, fees (including reasonable attorneys fees), expenses, or other costs to the extent that the same are determined to be the result of the willful misconduct of ST. JUDE, the American Lebanese Syrian Associated Charities, Inc., their present and former trustees, directors, governors, officers, agents, faculty, employees or students Practice of the Patent Rights or sale of Licensed Products by an Affiliate of AMT or an agent or a Sublicensee or a third party on behalf of or for the account of AMT or by a third party who purchases Licensed Product(s) from AMT, shall be considered AMT’s practice of said Patent Rights for purposes of this Section. The obligation of AMT to defend, indemnify and hold harmless Landlord from as set out in this Section shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and shall not be limited by any other limitation of liability elsewhere in this Agreement. (c) In the event that it is ultimately determined that AMT is not obligated to indemnify, defend and hold harmless the Indemnitees as against any claims, demands, damages, judgments, fees (including reasonable attorneys fees), expenses, or other costs, the Indemnitees shall reimburse AMT for any and all claims arising from Tenant's costs and expenses (or Tenant's agents', servants', employees' or contractors'including lawyers’ fees) use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered incurred by Tenant (or Tenant's agent, servants, employees or contractors) AMT in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the its defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitees.

Indemnity. Tenant shall The Borrowers agree, jointly and severally, to defend, protect, indemnify and hold harmless Landlord the Lender and each and all of its officers, directors, employees, attorneys, affiliates, and agents (“Indemnified Parties”) from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall be designated by a party thereto, or otherwise), which may be imposed on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising from Tenant's out of this Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Loan (including, without limitation, any liability under federal, state or Tenant's agents', servants', employees' local environmental laws or contractors'regulations) or the use or occupancy intended use of the Premisesproceeds of the Loan hereunder; provided, that the Borrowers shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the conduct willful misconduct or gross negligence of Tenant's business or from any activitysuch Indemnified Party. To the extent that the undertaking to indemnify, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation law or public policy, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties on Tenant's part demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrowers, be added to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employeesLiabilities, and from be secured by the Collateral and against all costs, attorneys' fees, expenses the Real Property. The provisions of and liabilities incurred undertakings and indemnifications set out in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph Section 11.16 shall survive the term(s) satisfaction and payment of this Lease, the Liabilities of the Borrower and the termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant i. All TRUSTEES and the AUDITORS shall indemnify and hold harmless Landlord from and be indemnified out of the funds of the ASSOCIATION against any liabilities bona fide incurred by them in their respective said capacities and all claims arising from Tenant's (in the case of a TRUSTEE, in his capacity as CHAIRMAN, VICE- CHAIRMAN, whether defending any proceedings, civil, criminal or Tenant's agents'otherwise, servants'in which relief is granted to any such person/s by the Court ii. Every TRUSTEE, employees' or contractors') use or occupancy every servant, agent and employee of the PremisesASSOCIATION, and the AUDITORS shall be indemnified by the ASSOCIATION against (and it shall be the duty of the TRUSTEES out of the funds of the ASSOCIATION to pay) all costs, losses and expenses (including traveling expenses) which such person or from the conduct of Tenant's business persons may incur or from any activity, work or things done, permitted or suffered become liable for by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance reason of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenantcontract entered into, or any act or deed done, by such person or persons in the discharge of Tenant's agentsany of his/their respective duties, contractors including in the case of a TRUSTEE, his duties as CHAIRMAN or employeesVICE-CHAIRMAN. Without prejudice to the generality of the above, and from and the ASSOCIATION shall specifically indemnify every such person against all costs, attorneys' fees, expenses and liabilities losses of whatsoever nature incurred in the defense arising out of any such claim bona fide act, deed or any action letter done or proceeding brought thereon; and in case any action written by him jointly or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or severally in connection with contamination the discharge of his duties provided that any such act, deed or adverse affects on letter has been done or written in good faith. iii. A TRUSTEE shall not be liable for the Premisesacts, receipts, neglects or defaults of the environmentAUDITORS or of any of the other TRUSTEES, whether in their capacities as TRUSTEE or as CHAIRMAN or VICE-CHAIRMAN, or for any violation loss or expense sustained or incurred by the ASSOCIATION through the insufficiency or deficiency of title to any property acquired by the TRUSTEES for or on behalf of the ASSOCIATION, or for the insufficiency of any Environmental Law security in or other statuteupon which any of the monies of the ASSOCIATION shall be invested, ordinanceor for any loss or damage arising from the insolvency or delictual act of any person with whom any monies, rulesecurities or effects shall be deposited, regulation, or for any loss or damage occasioned by any error of judgment or order oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyduties of his office/s or in relation thereto, unless the same shall happen through lack of bona fides or breach of duty or breach of trust.

Indemnity. Tenant shall indemnify Borrower agrees to, and agrees to cause the Loan Parties to, indemnify, defend and hold harmless Landlord the Lender from and against any and all claims arising from Tenant's liabilities, claims, damages, penalties, expenditures, losses or charges, including, but not limited to, all costs of investigation, monitoring, legal representation, remedial response, removal, restoration or permit acquisition of any kind whatsoever, which may now or in the future be undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or Tenant's agents', servants', employees' any other Person affiliated with the Lender or contractors') use representing or occupancy of acting for the PremisesLender or at the Lender’s behest, or from with a claim on the conduct of Tenant's business Lender or from any activity, work to whom the Lender has liability or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance responsibility of any obligation on Tenant's part sort related to be performed under the terms of this LeaseSection 9.3) relating to, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising out of (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the presence of any Hazardous Substance or a Release or the threat of a Release of any Hazardous Substance on, at or from the Improvements, (c) the failure to promptly undertake and diligently pursue to completion all reasonably appropriate or in connection legally required investigative, containment, removal, clean up and other remedial actions with contamination respect to a Release or the threat of a Release of any Hazardous Substance on, at or adverse affects on from the PremisesImprovements, (d) human exposure to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the environmentextent the same arise from the condition of the Improvements or the ownership, use, operation, sale, transfer or any conveyance thereof, (e) a violation of any applicable Environmental Law Law, (f) non-compliance with any Environmental Permit or (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement. Such costs or other statuteliabilities incurred by the Lender or other Person described in this Section 9.3 shall be deemed to include, ordinancewithout limitation, rule, regulation, judgment any sums which the Lender deems necessary or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertydesirable to expend to protect its Liens.

Indemnity. Tenant Borrower shall defend, indemnify and hold harmless Landlord Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising from Tenant's out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or Tenant's agents'any misrepresentation by Borrower contained in, servants', employees' or contractors'any Loan Document; (ii) the use or occupancy intended use of the Premisesproceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or from contained in any documentation approved by Borrower; (iv) ownership of the conduct Security Documents, the Collateral or any interest therein, or receipt of Tenant's business any Rents; (v) any accident, injury to or from any activitydeath of persons or loss of or damage to property occurring in, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in on or about the Premises and shall further indemnify and hold harmless Landlord from and against Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any and all claims arising from any breach use, nonuse or default in condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any obligation on Tenant's part labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be performed under entitled to a commission in connection with any Lease or other transaction involving the terms of this Lease, Property or arising from any negligence of the Tenantpart thereof, or any of Tenant's agents, contractors or employees, liability asserted against Lender with respect thereto; and from and against all costs, attorneys' fees, expenses and liabilities incurred in (xiv) the defense claims of any such claim lessee of any portion of the Property or any action Person acting through or proceeding brought thereonunder any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and in case provided, further, that Borrower shall not have any action obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or proceeding brought against Landlord any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of such claim, Tenant (upon notice the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, date loss or damage to persons or property, and any and all claims or actions brought is sustained by any person, firm, governmental body, or other entity, including reasonable legal fees Indemnified Party until paid. The obligations and expenses, alleging or resulting from or arising from or in connection with contamination liabilities of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Borrower under this Paragraph Section 5.30 shall survive the term(s) Term and the exercise by Lender of this Lease, termination any of this Lease its rights or termination of Tenant's occupancy of remedies under the Real PropertyLoan Documents.

Indemnity. Tenant shall indemnify Each of the Borrowers further agrees to defend, protect, indemnify, and hold harmless Landlord the Global Administrative Agent, the Arrangers, each and all of the Lenders, and each of their respective Affiliates, and each of such Person’s respective officers, directors, employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article IV) (collectively, the “Indemnitees”) from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or Tenant's agents'judicial proceeding, servants'whether or not such Indemnitees shall be designated a party thereto), employees' or contractors') use or occupancy of the Premisesimposed on, incurred by, or from the conduct of Tenant's business or from asserted against such Indemnitees in any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part manner relating to be performed under the terms of this Lease, or arising from any negligence of out of: (i) this Agreement, the Tenantother Loan Documents, or any act, event or transaction related or attendant thereto, the making of Tenant's agentsthe Loans hereunder, contractors the management of such Loans or employeesthe use or intended use of the proceeds of the Loans; or (ii) any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and from expenses (including, without limitation, attorney, expert and against all costsconsulting fees and costs of investigation, attorneys' feesfeasibility or remedial action studies), expenses fines, penalties and liabilities incurred in the defense monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or Environmental Law arising from or in connection with contamination the past, present or future operations of the Companies, their Subsidiaries or adverse affects on the Premisesany of their respective predecessors in interest, or, the environmentpast, present or any violation future environmental, health or safety condition of any Environmental Law respective Property of the Companies or other statutetheir Subsidiaries, ordinance, rule, regulation, judgment the presence of asbestos-containing materials at any respective Property of the Companies or order their Subsidiaries or the Release or threatened Release of any governmental contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, no Borrower shall have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent caused solely by or judicial entityresulting solely from the bad faith, willful misconduct or gross negligence of such Indemnitee or such Indemnitee’s material breach of its obligations under this Agreement, in each case as determined by the final non-appealable judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and from and against any damages, liabilities, costs, and penalties assessed as a result hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any activity law or operation on public policy, the Premises during Borrowers shall contribute the term maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive all Indemnified Matters incurred by the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitees.

Indemnity. Tenant A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall indemnify be consummated, the Credit Parties agree to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Landlord each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and affiliates of each of the Lead Arrangers and each of the Agents and each Lender (collectively called the “Indemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Credit Parties shall not 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 or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including environmental claims), costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Credit Party or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising from Tenant's out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Credit Extensions hereunder or Tenant's agents', servants', employees' or contractors') the use or occupancy intended use of the Premisesproceeds thereof, or from any enforcement of any of the conduct Loan Documents (including the enforcement of Tenant's business or from any activitythe Guaranty)). B. To the extent that the undertakings to defend, work or things doneindemnify, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from set forth in this Section 9.3 may be unenforceable in whole or in part because they violate any law or public policy, the Credit Parties 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. C. To the extent permitted by applicable law, the Credit Parties and each of their Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or agents, on any and all claims 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 from any breach or default out of, in the performance of any obligation on Tenant's part to be performed under the terms of this Leaseconnection with, as a result of, or arising from in any negligence of the Tenantway related to, this Agreement or any other 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 Tenant's agents, contractors the proceeds thereof or employeesany act or omission or event occurring in connection therewith, and from the Credit Parties and against all costseach of its Subsidiaries hereby waives, attorneys' fees, expenses releases and liabilities incurred in the defense of agrees not to ▇▇▇ upon any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, whether or not accrued and penalties assessed as a result of any activity whether or operation on the Premises during the term of this Lease. Tenant's obligations not known or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertysuspected to exist in its favor.

Indemnity. Tenant shall indemnify The Borrower further agrees to defend, protect, indemnify, and hold harmless Landlord the Agent and each and all of the Lenders and each of their respective Affiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors, employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE V) (collectively, the "INDEMNITEES") from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising from Tenant's out of: (i) this Agreement, the other Loan Documents or Tenant's agents'any of the Transaction Documents, servants'or any act, employees' event or contractors') transaction related or attendant thereto or to the Initial Acquisitions, any Permitted Acquisition, the Mergers, the Public Offering or the Related Transactions, the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or occupancy intended use of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence proceeds of the TenantLoans or Letters of Credit hereunder, or any of Tenant's agentsthe other transactions contemplated by the Transaction Documents; or (ii) any liabilities, contractors obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or employeeswanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and from expenses (including, without limitation, attorney, expert and against all costsconsulting fees and costs of investigation, attorneys' feesfeasibility or remedial action studies), expenses fines, penalties and liabilities incurred in the defense monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any such claim Environmental, Health or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason Safety Requirements of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or Law arising from or in connection with contamination the past, present or future operations of the Borrower, its Subsidiaries or adverse affects on the Premisesany of their respective predecessors in interest, or, the environmentpast, present or future environmental, health or safety condition of any respective property of the Borrower or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Borrower or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the "INDEMNIFIED MATTERS"); PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from (y) a dispute among the Lenders or a dispute between any Lender and the Agent, or any violation (z) the willful misconduct or Gross Negligence of such Indemnitee or breach of contract by such Indemnitee with respect to the Loan Documents, in each case, as determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Environmental Law law or other statutepublic policy, ordinancethe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, rule, regulation, judgment or order to the payment and satisfaction of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on all Indemnified Matters incurred by the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitees.

Indemnity. Tenant Lessee agrees that each payment of Basic Rent hereunder shall indemnify be free and hold harmless Landlord from clear of, and against without deduction for, any and all claims arising from Tenant's withholdings on account of Taxes of any nature whatsoever, whether or not an exclusion pursuant to Section 10(b) applies, except as required by law. If any such deduction or withholding of Taxes is required with respect to such payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or withholding, will be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to Lessor (or Tenant's agents', servants', employees' or contractors'to any taxing authority for the account of Lessor) use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of the application of the preceding sentence with respect to any activity or operation withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on the Premises during Owner Trustee, the term Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant (i) upon or with respect to, based upon or measured by (A) any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of this Lease. Tenant's obligations any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy other disposition of the Real Property.Aircraft, the Airframe, any Engine or any Part thereof or interest therein; or (C) the rentals, receipts, income or earnings arising therefrom (including without limitation the Rent), or

Indemnity. Tenant shall Borrower agrees to indemnify the L/C Issuer and each of its correspondents and hold them harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents'claims, servants'damages, employees' or contractors') use or occupancy of the Premiseslosses, or from the conduct of Tenant's business or from any activityliabilities, work or things donepenalties, permitted or suffered by Tenant (or Tenant's agentactions, servantsjudgments, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Leasesuits, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim reasonable out-of-pocket expenses whatsoever which they may incur or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord suffer by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination the execution and delivery or assignment of or adverse affects on the Premises, the environment, payment or presentation under any Letter of Credit or any violation action taken or omitted to be taken with respect to any Letter of Credit, except only if and to the extent that any Environmental Law or other statutesuch claims, ordinancedamages, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damageslosses, liabilities, penalties, actions, judgments, suits, costs, expenses or disbursements shall be caused by the willful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction or such correspondent in making payment against any draft presented under any Letter of Credit which does not comply with the term thereof, or in failing to make payment against any such drafts which complies with the terms of such Letter of Credit (it being understood that (x) in making such payment, the L/C Issuer’s or such correspondent’s exclusive reliance in good faith on the documents presented to and penalties assessed believed to be genuine by it in accordance with the terms of such Letter of Credit as a result to any and all matters set forth therein, including without limitation, reliance in good faith on any affidavit presented pursuant to such Letter of Credit and on the amount of any activity sight draft presented pursuant to any Letter of Credit whether or operation on not any statement or any other document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or gross negligence of the Premises during the term of this LeaseL/C Issuer or such correspondent). Tenant's obligations Upon written demand accompanied by reasonable documentation with respect to any reimbursement, indemnification or liabilities any other amount under this Paragraph Section 2.4(g), upon request by the L/C Issuer or such correspondent at any time, Borrower shall reimburse the L/C Issuer or such correspondent for reasonable out-of-pocket charges and disbursements of outside legal counsel. The indemnities contained herein shall survive the term(s) of this Lease, termination of this Lease expiration or termination of Tenant's occupancy the Letters of Credit and this Agreement and shall be payable upon demand. The L/C Issuer shall return such funds paid by Borrower under this Section 2.4(g) in the event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements arise as a consequence of the Real Propertywillful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction.

Indemnity. Tenant In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall indemnify be consummated, Company agrees to defend, indemnify, pay and hold harmless Landlord Agents and Lenders, and the officers, directors, trustees, partners, employees, agents, attorneys and affiliates of any of Agents and Lenders (collectively called the "INDEMNITEES") from and against any and all claims other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising from Tenant's out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or Tenant's agents', servants', employees' or contractors') the use or occupancy intended use of the Premisesproceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) (collectively called the "INDEMNIFIED LIABILITIES"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose from the conduct gross negligence or willful misconduct of Tenant's business or from any activitythat Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, work or things doneindemnify, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation on Tenant's part law or public policy, Company shall contribute the maximum portion that it is permitted to be performed pay and satisfy under applicable law to the terms payment and satisfaction of this Lease, or arising from any negligence of all Indemnified Liabilities incurred by the Tenant, Indemnitees or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertythem.

Indemnity. (a) To the fullest extent allowed by law, Tenant shall indemnify at all times indemnify, defend and hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from and against any and all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy during the term of the Premisesthis Lease, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default on the part of Tenant in the performance of any obligation covenant or agreement on Tenant's the part of Tenant to be performed under performed, pursuant to the terms of this Lease, or arising from, any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any negligence accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Tenant, Demised Premises or any of Tenant's agents, contractors or employeesupon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant (Tenant, upon notice from Landlord) shall , covenants to defend the same at Tenant's expense, such action or proceeding by counsel reasonably satisfactory to Landlord. For valuableTenant's obligations under this Paragraph 36 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof. (b) Landlord shall protect, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold Tenant harmless Landlord from and against any and all liabilityloss, claims claims, liability or actions for injury, liabilitycosts (including court costs and attorneys' fees) incurred by reason of: (a) any damage to any property or any injury (including but not limited to death) to any person occurring in, or on or about the Demised Premises or the Building to the extent that such injury or damage shall be proximately caused by the Landlord's affirmative acts of negligence or willful misconduct of Landlord or its agents, servants or employees; provided, however, that such indemnification shall be limited to persons the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or propertydamage, after deductibles, or insurance proceeds that would have been received in the event Landlord had not elected to self-insure, and any and all (ii) the deductible amounts for such claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term under such insurance policies. The provisions of this Lease. Tenant's obligations or liabilities under this Paragraph Article shall survive the term(s) of this Lease, termination of this Lease with respect to any claims or termination liability occurring prior to such termination. (c) Notwithstanding the foregoing indemnification obligations, Landlord and Tenant both hereby release the other and the other's officers, directors, partners, employees and agents from any claim which the indemnified party might have to the extent that the cost of Tenant's occupancy of any such claim is reimbursed by insurance proceeds recovered by the Real Propertyreleasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all such claims.

Indemnity. Tenant shall indemnify The Borrowers further agree to defend, protect, indemnify, and hold harmless Landlord the Administrative Agent, each Arranger and each and all of the Lenders and each of their respective Affiliates, and each of such Administrative Agent’s, Arranger’s, Lender’s, or Affiliate’s respective officers, directors, trustees, investment advisors, employees, attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article V) (collectively, the “Indemnitees”) from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not any of such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising from Tenant's out of: (i) this Agreement or Tenant's agents'any of the other Loan Documents, servants'or any act, employees' event or contractors') transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or occupancy intended use of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence proceeds of the TenantLoans or Letters of Credit hereunder, or any of Tenant's agentsthe other transactions contemplated by the Loan Documents; or (ii) any liabilities, contractors obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or employeeswanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and from expenses (including, without limitation, attorney, expert and against all costsconsulting fees and costs of investigation, attorneys' feesfeasibility or remedial action studies), expenses fines, penalties and liabilities incurred in the defense monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any such claim Environmental, Health or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason Safety Requirements of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or Law arising from or in connection with contamination the past, present or future operations of the Company, its Subsidiaries or adverse affects on the Premisesany of their respective predecessors in interest, or, the environmentpast, present or any violation future environmental, health or safety condition of any Environmental Law respective property of the Company or other statuteits Subsidiaries, ordinance, rule, regulation, judgment the presence of asbestos-containing materials at any respective property of the Company or order its Subsidiaries or the Release or threatened Release of any governmental Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, no Borrower shall have any obligation to an Indemnitee hereunder with respect to Indemnified Matters caused solely by or judicial entityresulting solely from the willful misconduct or Gross Negligence of such Indemnitee with respect to the Loan Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and from and against any damages, liabilities, costs, and penalties assessed as a result hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any activity law or operation on public policy, the Premises during applicable Borrower shall contribute the term maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive all Indemnified Matters incurred by the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitees.

Indemnity. Tenant Borrower shall defend, indemnify and hold harmless Landlord Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising from Tenant's out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or Tenant's agents'any misrepresentation by Borrower contained in, servants', employees' or contractors'any Loan Document; (ii) the use or occupancy intended use of the Premisesproceeds of the Loan; (iii) any information provided by Borrower; (iv) ownership of the Mortgage, the Property or any interest therein, or from the conduct receipt of Tenant's business any Rents; (v) any accident, injury to or from any activitydeath of persons or loss of or damage to property occurring in, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in on or about the Premises and shall further indemnify and hold harmless Landlord from and against Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any and all claims arising from any breach use, nonuse or default in condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any obligation on Tenant's part labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be performed under entitled to a commission in connection with any Lease or other transaction involving the terms of this Lease, Property or arising from any negligence of the Tenantpart thereof, or any of Tenant's agents, contractors or employees, liability asserted against Lender with respect thereto; and from and against all costs, attorneys' fees, expenses and liabilities incurred in (xiv) the defense claims of any such claim lessee of any portion of the Property or any action Person acting through or proceeding brought thereonunder any lessee or otherwise arising under or as a consequence of any Lease; and in case provided, however, that Borrower shall not have any action obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or proceeding brought against Landlord willful misconduct of such Indemnified Party. Any amounts payable to any Indemnified Party by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term application of this Leaseparagraph shall be payable within 10 days after demand and shall bear interest at the Default Rate from the date due until paid. Tenant's The obligations or and liabilities of Borrower under this Paragraph Section 5.30 shall survive the term(s) of this Lease, termination of this Lease Term (with respect to any matter occurring or termination of Tenant's occupancy in existence prior to the end of the Real PropertyTerm, and thereafter with respect to third party claims, suits and actions) and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.

Indemnity. Tenant (a) . Borrower shall defend, indemnify and hold harmless Landlord Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising from Tenant's out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or Tenant's agents'any misrepresentation by Borrower contained in, servants', employees' or contractors'any Loan Document; (ii) the use or occupancy intended use of the Premisesproceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or from contained in any documentation approved by Borrower; (iv) ownership of the conduct Mortgage, the Property or any interest therein, or receipt of Tenant's business any Rents; (v) any accident, injury to or from any activitydeath of persons or loss of or damage to property occurring in, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in on or about the Premises and shall further indemnify and hold harmless Landlord from and against Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any and all claims arising from any breach use, nonuse or default in condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any obligation on Tenant's part labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be performed under entitled to a commission in connection with any Lease or other transaction involving the terms of this Lease, Property or arising from any negligence of the Tenantpart thereof, or any of Tenant's agents, contractors or employees, liability asserted against Lender with respect thereto; and from and against all costs, attorneys' fees, expenses and liabilities incurred in (xiv) the defense claims of any such claim lessee of any portion of the Property or any action Person acting through or proceeding brought thereonunder any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder (A) to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (B) for any event or condition that first arises on or after the date on which Lender or any Affiliate of Lender acquires title to the Property (whether at foreclosure sale, a transfer in lieu of foreclosure or any other transfer); providedthat Borrower’s obligation to indemnify the Indemnified Parties with respect to an event or condition specified in clauses (viii) through (xi) above (relating to Hazardous Substances) shall continue in perpetuity after Lender or its Affiliates acquires title or control of the Property unless such specified event or condition occurs during or after Lender’s (or its Affiliate’s) period of ownership and in case provided that Borrower shall bear the burden of proving that such specified event or condition occurred during Lender’s (or such Affiliate’s) period of ownership.. Any amounts payable to any action or proceeding brought against Landlord Indemnified Party by reason of such claim, Tenant (upon notice the application of this Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, date loss or damage to persons or property, and any and all claims or actions brought is sustained by any person, firm, governmental body, or other entity, including reasonable legal fees Indemnified Party until paid. The obligations and expenses, alleging or resulting from or arising from or in connection with contamination liabilities of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Borrower under this Paragraph Section 5.30 shall survive the term(s) Term and the exercise by Lender of this Leaseany of its rights or remedies under the Loan Documents, termination of this Lease or termination of Tenant's occupancy including the acquisition of the Real PropertyProperty by foreclosure or a conveyance in lieu of foreclosure.

Indemnity. Tenant shall indemnify (i) The Mortgagor agrees to indemnify, pay and hold harmless Landlord the Mortgagee and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnitees”) from and against any and all claims other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising from Tenant's out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or Tenant's agents'any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, servants'however, employees' or contractors'that the Mortgagor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) use or occupancy by a court of the Premises, or competent jurisdiction that such Indemnified Liabilities arose from the conduct gross negligence or willful misconduct of Tenant's business or from any activitythat Indemnitee. To the extent that the undertaking to indemnify, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation on Tenant's part law or public policy, the Mortgagor shall contribute the maximum portion which it is permitted to be performed pay and satisfy under applicable law, to the terms payment and satisfaction of this Lease, or arising from any negligence of all Indemnified Liabilities incurred by the Tenant, Indemnitees or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertythem.

Indemnity. Tenant shall indemnify Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless Landlord from TSRI and against any parent, subsidiary or other affiliated entity of TSRI and all claims arising from Tenant's (or Tenant's agents'their trustees, servants'directors, officers, employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activityscientists, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employeessuccessors, assigns and other representatives (collectively, the “Indemnitees”) from and against all costsclaims, attorneys' suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expenses expert witness fees and liabilities costs incurred by the Indemnitees (collectively, “Losses”), with respect to any third party claim, whether or not a lawsuit or other proceeding is filed (collectively “Claim”), that arise out of or relate to: (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the Licensed Patent Rights or use of the Licensed Materials; (b) alleged defects or other problems with any of the Licensed Products manufactured, sold or distributed by Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto; (c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees; (d) the negligent or willful misconduct of Licensee or any of its Sublicensees; (e) any allegations that the Licensed Products developed, manufactured, sold or distributed by Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans, or other materials used in connection with or to market Licensed Products violate or infringe upon the trademarks, service marks, trade secrets, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or defamation, or any other intellectual or industrial property right of any third party; and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations in connection with the exercise of its rights or the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or apportioned to the extent the applicable third party’s Claims arising out of or relating to the actions referenced above in sub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or agreement made by TSRI in this Agreement. Licensee’s obligation to defend such Claims shall apply to any third party allegations or suits against any Indemnitee that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that (i) imposes any obligation on TSRI, (ii) does not unconditionally release TSRI from all liability, or (iii) acknowledges fault by an Indemnitee, without TSRI’s prior written consent. In the event an Indemnitee seeks indemnification with respect to a Claim under this Section 9.1, it shall inform Licensee of such Claim as soon as reasonably practicable after it receives notice of such Claim, shall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, subject to the limitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Licensee) in the defense of the Claim. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such claim or Claims. If Licensee assumes direction and control of defense of the Claim, no Indemnitee shall agree to any action or proceeding brought thereon; settlement of such Claim without the prior written consent of Licensee. In the event Licensee fails to assume control of such defense within fifteen (15) days after receiving written notice of the Claim from an Indemnitee, such Indemnitee shall have the right, but not the obligation, to defend itself, and in case any action that case, Licensee shall reimburse Indemnitees for all of their reasonable and documented attorney’s fees, costs and damages incurred in settling or proceeding brought against Landlord by reason of defending such claim, Tenant Claims within thirty (upon notice from Landlord30) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation days after receipt of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order invoice therefor from such Indemnitee. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyLicensee to Indemnitees.

Indemnity. Tenant shall indemnify Borrower hereby agrees to indemnify, defend and hold harmless Landlord Lender and its successors and assigns and the respective agents, affiliates, officers, directors and employees of Lender and its successors and assigns from and against any and all claims claims, losses, demands, actions, causes of action and liabilities whatsoever (including reasonable attorneys’ fees and expenses and costs and expenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding or demand of any kind or character) arising out of or resulting from: (a) the Loan Documents (including the enforcement thereof), except to the extent such claims, losses and liabilities are proximately caused by Lender’s gross negligence, bad faith or willful misconduct, (b) any violation of any Applicable Environmental Law, (c) any act, omission, event or circumstance resulting from Tenant's (or Tenant's agents'in connection with the ownership, servants'construction, employees' or contractors') occupancy, operation, use or occupancy and/or maintenance of the PremisesOil and Gas Properties, regardless of whether the act, omission, event or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance circumstance constituted a violation of any obligation on Tenant's part to be performed under Applicable Environmental Law at the terms time of this Lease, or arising from any negligence its existence of the Tenant, or any of Tenant's agents, contractors or employeesoccurrence, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlordd) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions proceedings (whether brought by a private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any person, firm, governmental body, other injury or other entity, including reasonable legal fees and expenses, alleging or damage resulting from or arising relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or in connection with contamination through any of the Oil and Gas Properties (whether or adverse affects not the release of such materials was caused by Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the PremisesOil and Gas Properties and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste or material on the Oil and Gas Properties), for which Lender may have liability due to the making of the Loan, the environmentgranting of the Security Documents, the exercise of Lender’s rights under the Loan Documents or Otherwise. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER, AND BORROWER AGREES, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) 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 indemnities shall not apply to any violation particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of any Environmental Law the indemnification is caused by or arises out of the gross negligence, bad faith or willful misconduct of such particular indemnified party. The foregoing indemnities shall not terminate upon the Maturity Date or upon the release, foreclosure or other statutetermination of the Security Documents, ordinancebut will survive the Maturity Date, rule, regulation, judgment foreclosure of the Security Documents or order conveyances in lieu of any governmental or judicial entityforeclosure, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy repayment of the Real PropertyLoan and the discharge and release of the Security Documents and the other documents evidencing and/or securing the Loan.

Indemnity. Tenant shall The Company agrees to indemnify the Agent and each of the Banks and their respective directors, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless Landlord from and against from, any and all claims arising from Tenant's (or Tenant's agents'losses, servants'claims, employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises damages and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance liabilities of any obligation on Tenant's part to be performed under party other than the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, Company and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entityrelated expenses, including reasonable legal counsel fees and expensesexpenses incurred by or asserted against any Indemnitee arising out of, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environmentany way connected with, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of (i) the execution or delivery of this Agreement or any activity Note or operation on any agreement or instrument contemplated hereby or thereby, the Premises during performance by the parties thereto of their respective obligations hereunder or thereunder or the consummation of the transactions and the other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation, or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and notwithstanding that any claim, proceeding, investigation or litigation relating to any such losses, claims, damages, liabilities or expenses is or was brought by a shareholder, creditor, employee or officer of the Company; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of any Indemnitee. The provisions of this Section 11.11 shall remain operative and in full force and effect regardless of the expiration of the term of this LeaseAgreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the reduction or cancellation of the Commitment, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of the Banks. Tenant's obligations or liabilities All amounts due under this Paragraph Section 11.11 shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertybe payable in immediately available funds upon written demand therefor.

Indemnity. Tenant shall You must, during and after the License Term, indemnify us and the Entities, our respective successors and assigns, and the members, officers, directors, employees, agents, and predecessors of each such entity (the “Indemnified Parties”) against, and hold them harmless Landlord from and against any and from, all claims arising from Tenant's (or Tenant's agents'losses, servants'costs, employees' or contractors') use or occupancy of the Premisesliabilities, or from the conduct of Tenant's business or from any activitydamages, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employeesclaims, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entityexpenses, including reasonable legal fees and expensesattorneys’ fees, alleging arising out of or resulting from (i) any claimed occurrence at the Hotel or arising from from, as a result of, or in connection with contamination the development, construction or operation of the Hotel (including the design, construction, financing, furnishing, equipment, acquisition of Supplies or adverse affects on operation of the PremisesHotel in any way); (ii) any bodily injury, personal injury, death or property damage suffered or claimed by any guest, customer, visitor or employee of the environment, Hotel; (iii) your alleged or any actual infringement or violation of any Environmental Law patent, ▇▇▇▇ or copyright or other statute, ordinance, rule, regulation, judgment proprietary right owned or order controlled by third parties; (iv) your alleged or actual violation or breach of any governmental contract (including any system-wide group sales agreement), any Applicable Law, or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity industry standard; (v) any other business conducted by you or operation a third party in, on or about the Premises during Hotel or its grounds; (vi) any other of your or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated with you, your Affiliates or the term Hotel or in any way arising out of or related to this LeaseAgreement; or (vii) your failure to comply with Subparagraph 16.o., including a breach of the representations set forth therein. Tenant's obligations or liabilities However, you do not have to indemnify the Indemnified Parties to the extent damages otherwise covered under this Paragraph shall survive 9 are adjudged by final, non-appealable judgment of a court of competent jurisdiction to have been solely the term(sresult of the gross negligence or willful misconduct of any of the Indemnified Parties, and not any of the acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel, and so long as the claims asserted against us or any other Indemnified Party are not so advanced on the basis of: (i) theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply with the provisions of this LeaseAgreement, termination including compliance with standards, Applicable Laws or other requirements. You will give us written notice of this Lease any action, suit, proceeding, claim, demand, inquiry or termination investigation involving an Indemnified Party within five (5) days of Tenant's occupancy your actual or constructive knowledge of it. At our election, you will defend us and/or the Indemnified Parties against the same, or we may elect to assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the Real Propertyaction, suit, proceeding, claim, demand, inquiry or investigation at your expense and risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and to hold them harmless. You will also reimburse the Indemnified Parties upon demand for all expenses, including reasonable attorneys’ fees and court costs the Indemnified Parties incur to protect themselves, or to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to maintain a claim against you, and their failure to do so will in no way reduce the amounts recoverable from you by the Indemnified Parties. Further, you will indemnify the Indemnified Parties for any claim for damages by reason of the failure of any contractor, subcontractor, supplier or vendor doing business with you relating to the Hotel to maintain adequate insurance as required in the Manual. You acknowledge and agree that you are directly responsible for all fees and charges due and owing us and the Entities related to the prior franchise license agreement for the Hotel, if any such fees and charges remain outstanding as of the Effective Date.

Indemnity. Tenant Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend, protect and indemnify Lender, its participants and hold harmless Landlord each of their assigns, and each of their respective directors, officers, employees, affiliates and agents (collectively, “Indemnified Persons”) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all claims arising from Tenant's (or Tenant's agents'losses, servants'claims, employees' or contractors') use or occupancy of the Premisesdamages, or from the conduct of Tenant's business or from any activityobligations, work or things donejudgments, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employeespenalties, and from liabilities and against all costsrelated costs and expenses, attorneys' feesincluding, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claimwithout limitation, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by reasonable counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging incurred by such Indemnified Person arising out of any claim, action, suit, litigation, investigation or resulting from proceeding (whether or not such Indemnified Person is a party thereto), which may be imposed on, incurred by, or asserted against any Indemnified Person (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or in contract or otherwise) in any manner relating to or arising from or in connection with contamination out of or adverse affects on the Premisesthis Agreement, the environmentRelated Documents, or any violation act, event or transaction related or attendant hereto or thereto, the making and the management of the Loan or the use or intended use of the proceeds of the Loan hereunder; provided, however, that such indemnity shall not apply to any such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence or wilful misconduct of such Indemnified Person. The agreements of Borrower in this subsection shall be in addition to any of the Indebtedness that Borrower may otherwise have. All amounts due under this subsection shall be payable as incurred upon written demand therefor, shall be added to the Indebtedness of the Borrower and shall bear interest at the Default Rate, and shall be secured by the Collateral. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this subsection may be unenforceable because it is violative of any Environmental Law law or other statutepublic policy, ordinancethe Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, rule, regulation, judgment or order to the payment and satisfaction of any governmental or judicial entity, all matters incurred by the Indemnified Persons. The provisions of and from undertakings and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of indemnifications set out in this Lease. Tenant's obligations or liabilities under this Paragraph Section shall survive the term(s) satisfaction and payment of this Lease, the Indebtedness of the Borrower and the termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant shall The Grantee must indemnify and hold harmless Landlord from keep the Trust and against any and all claims arising from Tenant's (or Tenant's its agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractorsand officers indemnified against: (a) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, damages and penalties assessed expenses relating to the Project that may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a result consequence of any activity negligent or operation wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; and (b) unless otherwise agreed in writing between the parties, all liabilities, costs, damages and expenses that may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a consequence of any commercialisation or exploitation of any Intellectual Property by the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; (c) without limitation to paragraphs (a) and (b), all legal costs (on a solicitor/solicitor basis) and other costs incurred in defending any action or claim relating to the Premises during Project brought against the term Trust or its agents, employees or officers as a consequence of any act or omission, or alleged negligent or wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee. (d) The Grantee’s liability under the indemnity in this Lease. Tenant's obligations clause 14 will be reduced proportionately to the extent that any act or liabilities under this Paragraph shall survive the term(somission (whether negligent or not) of this Leasethe Trust or it’s agents, termination of this Lease employees, contractors, and associates or termination of Tenant's occupancy of officers (not being the Real PropertyGrantee) contributed to the relevant liability, cost, damage or loss.

Indemnity. Tenant Whether or not the transactions contemplated hereby shall indemnify be consummated, each Company agrees to indemnify, pay and hold harmless Landlord the Agent and each Lender and any subsequent holder of any of the Notes, Letter of Credit Liabilities or Lender Interest and the officers, directors, employees and agents of the Agent, each Lender and such holders (collectively called the "Indemnitees") from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (or Tenant's agents', servants', employees' or contractors') use or occupancy including the fees and disbursements of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractorscounsel for such Indemnitee) in connection with any investigative, administrative or about the Premises judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and shall further indemnify and hold harmless Landlord from and against including any and all claims arising from any breach such proceeding initiated by or default in the performance on behalf of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, such Company or any of Tenant's agents, contractors its Subsidiaries or employeesHoldings, and from the expenses of investigation by engineers, environmental consultants and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, similar technical personnel and any and all claims commission, fee or actions brought compensation claimed by any personbroker (other than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, firmwhich may be imposed on, governmental body, incurred by or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from asserted against such Indemnitee as a result of or in connection with contamination the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by such Company or any of its Subsidiaries of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or adverse affects on relating to the Premises, the environment, or any violation offsite disposal of any Environmental Law materials generated or other statute, ordinance, rule, regulation, judgment present on any such property or order (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or judicial entitynot occasioned wholly or , accident or event caused by any act or omission of such Company or any of its Subsidiaries, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Notes, the Letters of Credit and the Lender Interest, except that such Company shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or wilful misconduct of such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them. Without limiting the generality of any provision of this Section, to the fullest extent permitted by law, each Company hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or relating to Environmental Laws that it might have by statute or otherwise against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitee.

Indemnity. Tenant shall indemnify The Company and Uptick agrees to indemnify, defend, and hold harmless Landlord each other and its affiliates, directors, officers, counsel, employees, agents, members, managers, successors, assigns, and controlling persons (as defined in the Act) (each, an “Indemnified Party”) from and against any and all claims arising from Tenant's losses, claims, damages, costs, expenses, and liabilities (including any investigatory, legal, and other expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or Tenant's agents'defending any action, servants', employees' or contractors') use or occupancy of the Premisesclaim, or from proceeding, whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become subject or liable relating to or arising out of (a) the conduct of Tenant's business Agreement or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part services to be performed under the terms Agreement or any agreement between the parties to this Agreement, (b) any transactions referred to in the Agreement or any transactions arising out of the transactions contemplated by the Agreement, (c) any inaccuracy in or breach in the representations and warranties of the Company contained in this LeaseAgreement, and (d) any failure of the Company to perform its obligations under this Agreement, provided that the Company and Uptick shall not be liable to an Indemnified Party in any such case to the extent that any such Indemnifiable Loss is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, responsible, or arising from accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any negligence of the Tenantliability for losses, claims, damages, or any of Tenant's agents, contractors liabilities finally judicially determined to have resulted solely and exclusively from actions taken or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason omitted to be taken as a direct result of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property Indemnified Party’s gross negligence or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertywillful misconduct.

Indemnity. Tenant Without waiving any rights, claims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Documents, FWH shall indemnify pay, indemnify, save and hold the Administrative Agent, the Collateral Agent and each Secured Party and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact and Affiliates (each, an “Indemnified Person”) harmless Landlord from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs) of any kind or Tenant's agents', servants', employees' nature whatsoever which may at any time (including at any time following the Unwind of Prattsburgh or contractors') use or occupancy repayment of the PremisesTerm Loans or the termination, resignation or from the conduct replacement of Tenant's business any Agent or from any activityLender) be imposed on, work incurred by or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and asserted against any and all claims arising from such Person in any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Leaseway relating to, or arising from any negligence out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Tenant, Borrower or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or propertyits Affiliates related thereto, and any and all claims investigation, litigation or actions brought by proceeding (including any personbankruptcy, firminsolvency, governmental body, reorganization or other entitysimilar proceeding or appellate proceeding) related to Prattsburgh, including reasonable legal fees and expenseswhether or not any Indemnified Person is a party thereto (all the foregoing, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premisescollectively, the environment“Indemnified Liabilities”); provided that FWH shall not have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence or any violation willful misconduct of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertysuch Indemnified Person.

Indemnity. Tenant shall Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Notes Collateral Agent and hold harmless Landlord the Secured Parties, and their respective successors, assigns, agents and employees (each, and “Indemnitee”), from and against any and all claims arising from Tenant's liabilities, damages, penalties, suits and reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee) of any kind and nature (including, without limitation, all expenses of litigation or Tenant's agents'preparation therefor whether or not the Notes Collateral Agent or any Secured Party is a party thereto) imposed on, servants', employees' incurred by or contractors') use asserted against the Notes Collateral Agent or occupancy of the PremisesSecured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Notes Collateral Agent or the Secured Parties or any Grantor, and any claim for patent, trademark or copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the conduct gross negligence or willful misconduct of Tenant's business such Indemnitee. This Section 8.16 shall not apply with respect to Taxes other than any Taxes that represent losses or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims damages arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such non-Tax claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.

Indemnity. Tenant Borrower shall defend, indemnify and hold harmless Landlord Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an "Indemnified Party"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the "Indemnified Liabilities") in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Mortgage, the Property or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder (A) to the extent that it is finally judicially determined that such Indemnified Liabilities arise from Tenantthe gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (B) for any event or condition that first arises on or after the date on which Lender or any Affiliate of Lender acquires title to the Property (whether at foreclosure sale, a transfer in lieu of foreclosure or any other transfer); provided that Borrower's obligation to indemnify the Indemnified Parties with respect to an event or condition specified in clauses (viii) through (xi) above (relating to Hazardous Substances) shall continue in perpetuity after Lender or its Affiliates acquires title or control of the Property unless such specified event or condition occurs during or after Lender's (or Tenantits Affiliate's) period of ownership and provided that Borrower shall bear the burden of proving that such specified event or condition occurred during Lender's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractorssuch Affiliate's) in or about the Premises and shall further indemnify and hold harmless Landlord from and against period of ownership.. Any amounts payable to any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord Indemnified Party by reason of such claim, Tenant (upon notice the application of this Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, date loss or damage to persons or property, and any and all claims or actions brought is sustained by any person, firm, governmental body, or other entity, including reasonable legal fees Indemnified Party until paid. The obligations and expenses, alleging or resulting from or arising from or in connection with contamination liabilities of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Borrower under this Paragraph Section 5.30 shall survive the term(s) Term and the exercise by Lender of this Leaseany of its rights or remedies under the Loan Documents, termination of this Lease or termination of Tenant's occupancy including the acquisition of the Real PropertyProperty by foreclosure or a conveyance in lieu of foreclosure.

Indemnity. Tenant (a) Licensee shall at all times (both during and after the term hereof) indemnify and hold harmless Landlord Licensor, its agents and employees, against and from any and against all actions, suits, liabilities, settlements, losses, damages, costs, charges, reasonable counsel fees and all other expenses, relating to or arising from any and all claims (whether founded or unfounded) of every nature or character (including, but without limitation, claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of process, assault and battery, damage to property or invasion or infringement of any patent, trademark, copyright, right of privacy or any other tangible or intangible personal or property right) (collectively, "Losses"), based upon or arising from Tenantout of Licensee's (operation of the Departments, or Tenantthe Licensee's agents'sale, servants', employees' or contractors') use or occupancy installation of the PremisesWares and Services, or from any defect in the conduct of Tenant's business Wares and Services or from in any activityingredient, work product or things donecomponent used in the Wares and Services (or, permitted or suffered by Tenant (or Tenant's agentin the event the Wares and Services shall be a service, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default used in the performance of any obligation on Tenant's part to be performed under the terms of this Leasesuch service), or arising from due to any negligence or dishonesty of, or to any act of the Tenantcommission or omission by, Licensee or any of Tenant's its employees or agents, contractors all except to the extent such Loss is caused by Licensor's negligent actions or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim omissions or any action or proceeding brought thereonwillful misconduct; and in case any action action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Landlord Licensor by reason of any such claim, Tenant (upon notice from Landlord) the Licensee, if Licensor so requests, shall resist and defend such action, suit or proceeding, at the same at Tenant's expensesole expense of Licensee, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes reputable counsel. (b) Licensor shall at all risk of damage to property or injury to persons in, upon or about times (both during and after the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall term hereof) indemnify and hold harmless Landlord Licensee, its agents and employees, against and from and against any and all liabilityLosses, claims based upon or actions for injury, liabilityarising out of Licensor's operations, or damage to persons the Licensor's sale, use or property, and installation of any and all claims products or actions brought by any person, firm, governmental body, services (other than the Wares or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environmentServices), or any violation defect in any product or service rendered by Licensor (other than the Wares or Services) or in any ingredient, product or component used in such products or services(other than the Wares or Services), or due to any negligence or dishonesty of, or to any act of commission or omission by, Licensor or any of its employees or agents, all except to the extent such Loss is caused by Licensee's negligent actions or omissions or willful misconduct; and in case any action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Licensee by reason of any Environmental Law such claim, Licensor, if Licensee so requests, shall resist and defend such action, suit or other statuteproceeding, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on at the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy sole expense of the Real PropertyLicensor, by reputable counsel.

Indemnity. Tenant shall indemnify Each Borrower hereby agrees to indemnify, pay and hold harmless Landlord Administrative Agent and Lenders and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of Administrative Agent and Lenders (collectively called the "Indemnitees") from and against any and all claims arising from Tenant's (or Tenant's agents'liabilities, servants'obligations, employees' or contractors') use or occupancy of the Premiseslosses, or from the conduct of Tenant's business or from any activitydamages, work or things donepenalties, permitted or suffered by Tenant (or Tenant's agentactions, servantsjudgments, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Leasesuits, or arising from any negligence of the Tenantclaims, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such claim Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any action such proceeding initiated by or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason on behalf of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence)a Credit Party, and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify the reasonable expenses of investigation by engineers, environmental consultants and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, similar technical personnel and any and all claims commission, fee or actions brought compensation claimed by any personbroker (other than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, firmwhich may be imposed on, governmental body, incurred by or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from asserted against such Indemnitee as a result of or in connection with contamination the transactions contemplated hereby or by the other Financing Documents (including (a)(i) as a direct or indirect result of the presence on or adverse affects on the Premisesunder, the environmentor escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by any Borrower, or any violation other Person of any Environmental Law Hazardous Materials or other statuteany Hazardous Materials Contamination, ordinance, rule, regulation, judgment (ii) arising out of or order relating to the offsite disposal of any materials generated or present on any such property or (iii) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or judicial entitynot occasioned wholly or in part by any condition, and from and against accident or event caused by any damages, liabilities, costs, and penalties assessed as a result act or omission of any activity or operation on the Premises during the term Borrower, (b) proposed and actual extensions of this Lease. Tenant's obligations or liabilities credit under this Paragraph shall survive Agreement) and the term(s) of this Lease, termination of this Lease use or termination of Tenant's occupancy intended use of the Real Propertyproceeds of the Loans and (c) any brokerage claims in connection with the sale or any leasing of any Project, except that no Borrower shall have any obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction or for any liability with respect to clauses (a) or (c) first occurring after transfer of title of a Project following a foreclosure or pursuant to a conveyance in lieu of foreclosure provided that the applicable Borrower is no longer in possession of the applicable Project. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them.

Indemnity. Tenant shall indemnify (a) Hertz agrees to indemnify, hold harmless, and hold harmless Landlord defend the QI, its respective agents, officers, directors, employees, members and affiliates (each a “QI Indemnitee”) from and against any and all losses, liabilities, costs and expenses suffered in connection with any claims arising or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such losses, liabilities, costs or expenses resulted from Tenant's (the gross negligence or Tenant's agents'willful misconduct of a QI Indemnitee. This indemnity shall include losses, servants'liabilities and claims resulting from payments, employees' withdrawals or contractors') use orders made or occupancy of the Premisespurported to be made in accordance with, or from actions taken in good faith and in reliance upon the conduct provisions of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and this Agreement. This indemnity shall further indemnify and hold harmless Landlord from and against include any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination the presence, release, threat of release, generation, analysis, storage, transportation, discharge or adverse affects on disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the Premisesprovisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the environmentdate of this Agreement) to, in, under, about, adjacent, or from any violation Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any Environmental Law or other statuteproperty, ordinance, rule, regulation, judgment or order including the rental and use of any governmental or judicial entity, equipment used in connection therewith; and from and against any damages, liabilities, costs, and penalties assessed as a result including the cost of any activity or operation on professionals and persons performing any services in connection with any environmental clean-up, in each case, to the Premises during extent related to the term of this Lease. Tenant's obligations or liabilities QI’s involvement under this Paragraph Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall survive defend the term(s) claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded; provided that, Hertz shall have the right to control the defense of this Lease, termination of this Lease such third party claims or termination of Tenant's occupancy of actions. The QI Indemnitee agrees to consult and cooperate to the Real Propertyextent reasonably deemed necessary by Hertz in such defense.

Indemnity. Tenant shall indemnify and hold harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy 18.1 Each of the PremisesIssuer and the Guarantors indemnifies, or from jointly and severally, on an after-tax basis, the conduct of Tenant's business or from any activityPaying Agent, work or things donethe Registrar and their respective directors, permitted or suffered by Tenant (or Tenant's agent, servantsofficers, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and controlling persons against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damageslosses, liabilities, costs, claims, actions, damages, expenses or demands (including, but not limited to, all reasonable costs, charges and penalties assessed expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of any activity or operation on in connection with the Premises during appointment or the term exercise of this Lease. Tenant's obligations the powers and duties by the Paying Agent or liabilities the Registrar, as the case may be, under this Paragraph shall survive Agreement except as may result from the term(swilful default or negligence of the Paying Agent or the Registrar, as the case may be, or that of their respective directors, officers, employees or controlling persons. 18.2 The Paying Agent severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of this Leasethem may incur or which may be made against any of them as a result of the Paying Agent's wilful default or negligence or that of the Paying Agent's directors, officers, employees or controlling persons. 18.3 The Registrar severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of the Registrar's wilful default or negligence or that of the Registrar's directors, officers, employees or controlling persons. 18.4 This Clause 18 survives the termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant shall indemnify The Borrower agrees to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, advisors, affiliates and agents (each, an “Indemnitee”) harmless Landlord from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether brought by a Borrower or Tenant's agents'any other Person) with respect to the execution, servants'delivery, employees' or contractors') use or occupancy enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the Premisesforegoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (b), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or from to such other Person or address as may be hereafter designated by the conduct Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any Term Loans and all claims other amounts payable hereunder. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such non-Tax claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.

Indemnity. Tenant shall indemnify indemnify, hold harmless, and, at Landlord’s option (with such attorneys as Landlord may approve in advance and hold harmless in writing), defend Landlord and Landlord’s officers, directors, shareholders, partners, members, managers, employees, contractors, property managers, agents and mortgagees and other lien holders, from and against any and all claims “Losses” (hereinafter defined) arising from Tenant's or related to: (a) any violation or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered alleged violation by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense ’s Parties of any such claim of the requirements, ordinances, statutes, regulations or other laws referred to in this Article 10, including, without limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or any action of Tenant’s Parties; or proceeding brought thereon; (c) any Hazardous Use by Tenant or any Tenant Parties on, about or from the Leased Premises of any Hazardous Material approved by Landlord under this Lease. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and in case nature (including, without limitation, property damage, damages for the loss or restriction on use of any action space or proceeding brought against Landlord by reason of such claimamenity within the Building or the Complex, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises damages arising from any cause (except Landlord's negligenceadverse impact on marketing space in the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify fees, including, but not limited to, attorneys’ and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal consultants’ fees and expenses, alleging or resulting from or arising from or and the costs of cleanup, remediation, removal and restoration, that are in connection with contamination of or adverse affects on any way related to any matter covered by the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyforegoing indemnity.

Indemnity. Tenant shall indemnify Indemnify the Bank and hold harmless Landlord from its employees, officers, directors, shareholders, agents, attorneys, successors and assigns against any and all claims arising from Tenant's (or Tenant's agents'losses, servants'claims, employees' or contractors') use or occupancy of the Premisesdamages, or from the conduct of Tenant's business or from any activityliabilities, work or things doneobligations, permitted or suffered by Tenant (or Tenant's agentpenalties, servantsactions, employees or contractors) in or about the Premises judgments, suits, costs and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance expenses of any obligation on Tenant's part to be performed under the terms of this Leasekind or nature whatsoever, or arising from any negligence of the Tenantincluding, or any of Tenant's agents, contractors or employees, and from and against all costswithout limitation, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or incurred by them arising from or out of, in connection with contamination of or adverse affects on the Premises, the environmentany way connected with, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity (a) this Agreement or operation on the Premises during Related Documents or the term transactions contemplated hereby or protection or enforcement (including collection or disposition of Collateral) of the Bank's rights under this Agreement or the Related Documents, (b) the execution and delivery of this LeaseAgreement by the Company and the performance of the Obligations, (c) any violation of Environmental Laws or any other Requirements of Law by the Company or any Subsidiary or any of its Property as well as any cost or expense incurred in remedying such violation, and (d) any claim, litigation, investigation or proceedings relating to any of the foregoing or the transactions contemplated by this Agreement, whether or not the Bank is a party thereto; provided, however, that such indemnity shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent caused by any willful misconduct of the Bank. Tenant's obligations or liabilities under this Paragraph The foregoing indemnities shall survive the term(s) Termination Date, the consummation of the transactions contemplated by this Agreement, the repayment of the Obligations and the invalidity or unenforceability of any term or provision of this Lease, termination of this Lease Agreement or termination of Tenant's occupancy of the Real PropertyRelated Documents and shall remain in effect regardless of any investigation made by or on behalf of the Bank or the Company and the content or accuracy of any representation or warranty made under this Agreement.

Indemnity. The Tenant shall indemnify hereby indemnifies and hold saves harmless the Landlord and its successors and assigns from and against any and all claims losses, liabilities, damages, costs (including, without restriction, all legal and other professional costs on a solicitor and his own client full indemnity basis) and expense of any kind whatsoever including, without limitation: (a) the costs of defending, counter-claiming or claiming over against third parties in respect of any action or matter including legal fees, costs and disbursements on a solicitor and his own client basis and at all court levels; (b) any cost, liability or damage arising out of a settlement of any action entered into by the Landlord with or without the consent of the Tenant; and (c) the costs of repair, clean-up or restoration paid by the Landlord and any fines levied against the Landlord; which at any time or from time to time may be paid, incurred or asserted against the Landlord, whatsoever arising from or out of, directly or indirectly, the Tenant's (or Tenant's agents', servants', employees' or contractors') ’s use or occupancy of the Premises, Lands or from the conduct of Tenant's business occasioned wholly or from in part by any activity, work act or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence omission of the Tenant, or any of Tenant's its agents, contractors or contractors, employees, sub-Tenant, licensees, concessionaires or anyone permitted by the Tenant to be in or on the Lands and the Lands. Without limiting the generality of the forgoing, this indemnity shall include those aforementioned costs which at any time or from and time to time may be paid, incurred or asserted against all coststhe Landlord as a direct or indirect result of the presence on or under, attorneys' feesor the escape seepage, expenses and liabilities incurred in the defense leakage, spillage, discharged, emission or release, of any such claim or Hazardous Substances, from the Lands either onto any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claimlands, Tenant (upon notice from Landlord) shall defend including the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligenceLands), and Tenant hereby waives all claims with respect thereto against Landlordinto the atmosphere or into any water. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph This indemnification shall survive the term(s) expiration of this Lease, the Term of the Lease and the termination of this the Lease or termination of Tenant's occupancy of the Real Propertyfor whatever cause.

Indemnity. Tenant shall indemnify In addition to, but without duplication of, the payment of expenses pursuant to Section 8.1 hereof, ▇▇▇▇▇▇▇▇ agrees to indemnify, exonerate, defend, pay, and hold harmless Landlord Agent and each Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of Agent, each Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all claims actual liabilities, obligations, losses (other than lost profits), damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever, that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower or any other Loan Party to Agent or any Lender and/or its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall not be liable with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (i) found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Tenant's (x) the gross negligence, bad faith or Tenant's agents'willful misconduct of any such Indemnitee or (y) a material breach of the Loan Documents by such Indemnitee or its Affiliates, servants'partners, members, directors, officers, employees' , trustees, agents, controlling persons, advisors or contractors'other representatives or (ii) use related to any claim disputed solely among the Indemnitees other than Indemnified Liabilities arising out of any act or occupancy omission on the part of Borrower, any other Loan Party or any of their respective Subsidiaries; provided further that, notwithstanding anything to the Premisescontrary contained herein, or from with respect to legal fees in each instance described in the conduct of Tenant's business or from any activityforegoing, work or things doneBorrower shall only be required to pay for one primary counsel for the Indemnitees taken as a whole . To the extent that the undertaking to indemnify, permitted or suffered by Tenant (or Tenant's agentpay, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and against satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. This Section 8.2 shall not apply with respect to Taxes other than any and all claims Taxes that represent losses, claims, damages, etc. arising from any breach or default in non-Tax claim. The obligations of Borrower under this Section 8.2 shall survive the performance of any obligation on Tenant's part to be performed under the terms termination of this LeaseAgreement and the discharge of Borrower’s other obligations hereunder. None of Agent, the Lenders and Borrower shall assert, and Borrower, Agent and each Lender each hereby waives to the extent permitted by each applicable Requirement of Law, any claim 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 arising from in any negligence way related to, this Agreement or any other 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 Tenant, proceeds thereof or any of Tenant's agents, contractors act or employeesomission or event occurring in connection therewith, and from Borrower, Agent and against all costseach Lender each hereby waives, attorneys' fees, expenses releases and liabilities incurred in the defense of agrees not to sue upon any such claim or seek any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, whether or not accrued and penalties assessed as a result of any activity whether or operation on the Premises during the term of this Lease. Tenant's obligations not known or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertysuspected to exist in its favor.

Indemnity. Tenant shall indemnify (a) Hertz agrees to indemnify, hold harmless, and hold harmless Landlord defend the QI, its respective agents, officers, directors, employees, members and affiliates (each a “QI Indemnitee”) from and against any and all losses, liabilities, costs and expenses suffered in connection with any claims arising or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such losses, liabilities, costs or expenses resulted from Tenant's (the gross negligence or Tenant's agents'willful misconduct of a QI Indemnitee. This indemnity shall include losses, servants'liabilities and claims resulting from payments, employees' withdrawals or contractors') use orders made or occupancy of the Premisespurported to be made in accordance with, or from actions taken in good faith and in reliance upon the conduct provisions of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and this Agreement. This indemnity shall further indemnify and hold harmless Landlord from and against include any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination the presence, release, threat of release, generation, analysis, storage, transportation, discharge or adverse affects on disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the Premisesprovisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the environmentdate of this Agreement) to, in, under, about, adjacent, or from any violation Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any Environmental Law or other statuteproperty, ordinance, rule, regulation, judgment or order including the rental and use of any governmental or judicial entity, equipment used in connection therewith; and from and against any damages, liabilities, costs, and penalties assessed as a result including the cost of any activity or operation on professionals and persons performing any services in connection with any environmental clean-up, in each case, to the Premises during extent related to the term of this Lease. Tenant's obligations or liabilities QI’s involvement under this Paragraph Agreement. (b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall survive defend the term(s) claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded, provided that Hertz shall have the right to control the defense of this Lease, termination of this Lease such third party claims or termination of Tenant's occupancy of actions. The QI Indemnitee agrees to consult and cooperate to the Real Propertyextent reasonably deemed necessary by Hertz in such defense.

Indemnity. Tenant shall (a) The Corporation (the “Indemnitor”) hereby agrees to indemnify and hold the Agent, and its subsidiaries or affiliates, and each of their directors, officers, employees and agents (hereinafter referred to as the “Personnel”) harmless Landlord from and against any and all claims arising from Tenant's expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or Tenant's agents'otherwise), servants'damages, employees' or contractors') use or occupancy of the Premisesobligations, or from liabilities, whether joint or several, and the conduct reasonable fees and expenses of Tenant's business their counsel, that may be incurred in advising with respect to and/or defending any actual or from threatened claims, actions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any activitycapacity under any statute or common law, work or things doneotherwise insofar as such expenses, permitted losses, claims, damages, liabilities or suffered by Tenant (actions arise out of or Tenant's agentare based, servantsdirectly or indirectly, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in upon the performance of any obligation on Tenant's part professional services rendered to be performed under the terms of this LeaseIndemnitor by the Agent and its Personnel hereunder, or arising from any negligence of otherwise in connection with the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred matters referred to in this Agreement (including the defense aggregate amount paid in reasonable settlement of any such claim actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that 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: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any action or proceeding brought thereon; and fraudulent act in case any action or proceeding brought against Landlord by reason the course of such claimperformance; and (ii) the expenses, Tenant losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (upon notice from Landlord) i). Without limiting the generality of the foregoing, this indemnity shall defend the same at Tenant's expense, by counsel satisfactory apply to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause reasonable expenses (except Landlord's negligenceincluding legal expenses), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liabilitylosses, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on liabilities that the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed Agent may incur as a result of any activity action or operation litigation that may be threatened or brought against the Agent. (b) If for any reason (other than the occurrence of any of the events itemized in (a)(i) and (a)(ii) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the Premises during one hand and the term Agent or any Personnel on the other hand but also the relative fault of this Leasethe Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder. (c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent or any Personnel, then the Agent and such Personnel shall have the right to employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably in selecting such counsel, and 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 the Agent’s Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur. (d) Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of the Agent’s Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. Tenant's However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall, on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or liabilities under this Paragraph their own separate counsel at the Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel. (e) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel of the Agent. The foregoing provisions shall survive the term(s) completion of professional services rendered under this Lease, Agreement or any termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant shall Lessor agrees to indemnify and hold save harmless Landlord Lessee and its parents, subsidiaries, affiliates, directors, officers, employees, agents, servants, attorneys and representatives from and against any and all claims claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising from Tenantduring or after the Term: (a) as a result of any violation by Lessor of any applicable federal, state or local environmental laws or regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Hazardous Materials ("Environmental Laws") relating to the Premises; or (b) as a result of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a result of environmental contamination or other similar conditions which occurred or first arose prior to commencement of the Term and during the period of Lessor's ownership of the Premises; or (c) as a result of any violation of the accessibility or Tenantpath of travel requirements imposed by ADA; or (d) as a result of any of Lessor's representations and warranties being untrue. These indemnities shall survive the expiration, cancellation or termination of the Lease. Lessee agrees to indemnify and save harmless Lessor and its stockholders, affiliates, directors, officers, employees, agents', servants', employeesattorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or contractors'after the Term: (a) as a result of Lessee's use or and occupancy of the Premises, or from the conduct of Tenant's business or from any activityincluding, work or things donewithout limitation, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation by Lessee of any Environmental Law Laws relating to the Premises; or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed (b) as a result of any activity the presence, disturbance, discharge, release, removal or operation on cleanup of Hazardous Materials as a result of environmental contamination or other similar condition which occurred or first arose after the Premises during commencement of the term Term. These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.

Indemnity. Tenant Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 24, the Borrower shall indemnify defend, indemnify, pay and hold harmless Landlord harmless, the Lender and its affiliates and their past, present and future respective directors, managers, shareholders, members, officers, employees, counsel, accountants, investors, financial advisors, agents, consultants and other advisors (each, an “Indemnitee”), from and against (i) any and all claims arising from Tenant's taxes (or Tenant's agents', servants', employees' or contractors') use or occupancy other than any tax on the overall net income of the PremisesLender) paid or incurred by the Lender relating to, or from the conduct of Tenant's business or from any activityarising out of, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims, costs, expenses and disbursements of any kind or adverse affects nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Secured Note or the Premises, transactions contemplated hereby (including the environmentLender’s agreement to make a loan or the use or intended use of the proceeds thereof, or any violation enforcement of this Secured Note), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that the Borrower shall have no obligation to any Environmental Law Indemnitee hereunder with respect to the foregoing to the extent arising from the gross negligence or other statutewillful misconduct of that Indemnitee as determined by a final, ordinance, rule, regulation, judgment or non-appealable order of a court of competent jurisdiction. Notwithstanding any governmental or judicial entitycontrary provision in this Secured Note, and from and against any damages, liabilities, costs, and penalties assessed as a result the obligation of any activity or operation on the Premises during the term of Borrower with respect to each indemnity given by them in this Lease. Tenant's obligations or liabilities under this Paragraph Secured Note shall survive the term(s) Maturity Date, the payment in full of this Leasethe Obligations, or conversion to Common Stock, and the termination of this Lease or termination of Tenant's occupancy of the Real PropertySecured Note.

Indemnity. Subject to Section 9.7, except to the extent caused by the negligence or willful misconduct of Landlord or any of its employees, officers, contractors or agents, Tenant shall defend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), indemnify and hold harmless Landlord Landlord, its affiliates, and their respective employees, officers, directors, partners, members and shareholders, the property manager, and Mortgagees of the Property, from and against any and all claims liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from Tenant's or with respect to (a) any injury to or Tenant's agents'death of any person or damage to or loss of property in or on the Premises or connected with the use, servants', employees' or contractors') use condition or occupancy of any thereof, (b) any act, omission, fault, misconduct, negligence or violation of applicable laws and regulations by Tenant or any Tenant Parties, including without limitation on account of any construction or other work by Tenant on or about the PremisesPremises pursuant to Article 8 or otherwise, or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from the conduct of Tenant's business Premises or from any activitythe Property, work or things doneallowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Tenant Parties, in violation of Section 7.6 or otherwise. Subject to Section 9.7, except to the extent resulting from the negligence or willful misconduct of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (or Tenant's agentTenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against any and all claims liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from any breach or default in the performance of any obligation on Tenant's part with respect to be performed under the terms of this Lease, or arising from any negligence of the Tenant, Landlord’s or any of Tenant's agentsLandlord’s employees’, contractors or employeesofficers’, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liabilitycontractors’, or damage to persons agents’ negligence or property, and any and all claims willful misconduct resulting in personal injury or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertybodily harm.

Indemnity. Tenant The Borrower shall indemnify and hold harmless Landlord from and the Bank against any all losses, damages, claims, costs (including funding costs), expenses, charges, proceedings and all claims other liabilities whatsoever including legal costs (on a full indemnity basis) (other than those arising from Tenant's (out of gross negligence or Tenant's agents', servants', employees' or contractors') use or occupancy fraud of the Premises, or from Bank)which the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed Bank may incur as a result of (i) anything lawfully done by the Bank when acting within the terms of any activity Loan granted to the Borrower or operation any failure by the Borrower to perform or observe any of his or its obligations under any Loan granted and against all the consequences of breach of any of the term, conditions, statements, undertaking, representations, guaranties etc. of the Loan Documents as also of any of its representations or warranties not being found to be true, any breach of trust or other fiduciary obligation binding on the Premises during Borrower; (ii) in relation to any litigation from the term Borrower or any third party/Person in relation to the Loan; (iii) any draft, cheque, promissory note, bill of this Lease. Tenant's obligations exchange and other order for payment is or liabilities under this Paragraph shall survive the term(s) of this Leasemay be payable including, termination of this Lease without limitation, each claim and liability arising or termination of Tenant's occupancy incurred by reason of the Real PropertyBank's endorsement on such item, or whether arising or incurred by reason of forgery thereof or unauthorised signatures thereon or otherwise; (iv) penalties with respect to or resulting from delay or omissions to pay any such stamp, registration and similar taxes or charges (other than those arising out of gross negligence, wilful misconduct or fraud of the Bank). Such stamp, registration and similar taxes or charges (if not paid or reimbursed by the Borrower) shall be deemed to be the amounts due under/in relation to the Loan.

Indemnity. Tenant (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall indemnify indemnify, defend and hold harmless, the Purchaser from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all Taxes whensoever arising with respect to or relating to the Company that are attributable to any taxable period ending on or prior to the Closing Date and, in the case of a taxable period that includes, but does not end on the Closing Date, the portion of such taxable period that ends on the Closing Date, (ii) any and all Taxes of Parent, Indirect Parent or any subsidiaries or Affiliates thereof other than the Company, whensoever arising, regardless of the period to which such Taxes relate, imposed on the Company arising out of Treasury Regulation (S) 1.1502-6 or any comparable provision of foreign, state, local or subnational law or Taxes of such entities for which the Company is otherwise liable, (iii) any and all Taxes arising out of or constituting a breach of any representation, warranty, or covenant of the Parent, Second Intermediary Parent, First Intermediary Parent, Indirect Parent or the Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be referred to herein as "Parent's Taxes"). Parent's Taxes shall include, with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), all Taxes relating to the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, the portion of any Tax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by which they are increased or decreased as a result of the transactions contemplated hereby, and which are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. (b) Purchaser shall indemnify, defend and hold harmless Landlord Parent and its affiliates from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all claims arising from TenantTaxes with respect to the Company, that are attributable to any taxable period commencing after the Closing Date and, in the case of a Straddle Period, the portion of such taxable period that begins on the day after the Closing Date and all other Taxes imposed on the Company which are not Parent's Taxes ("Purchaser's Taxes") and (ii) any losses incurred by Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent attributable to a breach of any representation, warranty or covenant of Purchaser or Merger Sub contained in this Article VIII. (c) If Purchaser or any Affiliate files any Return which includes payment of Parent's Taxes, Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall reimburse Purchaser for such Parent's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. If Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent files any Return which includes payments of Purchaser's Taxes, Purchaser shall reimburse Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent, as relevant, for such Purchaser's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall timely provide to Purchaser all information and documents within the possession of Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent (or Tenant's agents'their auditors, servants', employees' advisors or contractors'Affiliates) use or occupancy of and signatures and consents necessary for Purchaser to properly prepare and file the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default Returns described in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from second preceding sentence or in connection with contamination the determination of or adverse affects on the Premises, the environment, any Tax liability or any violation audit, examination or proceeding. Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or the possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to prepare and file the Returns described in the second preceding sentence or in connection with the determination of any Environmental Law Tax liability or any audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other statute, ordinance, rule, regulation, judgment (at their own expense) party to obtain other information or order documents necessary or appropriate to prepare and file Returns or elections or necessary or appropriate in connection with the determination of any governmental Tax liability or judicial entityany audit, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity examination or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyproceeding.

Indemnity. Tenant shall a. Buyer shall, at Buyer’s sole cost and expense defend, indemnify and hold harmless Landlord from Seller and against any its parent, subsidiary and all claims arising from Tenant's (or Tenant's agents'affiliated companies and their respective officers, servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servantsdirectors, employees or contractorsand agents (“Seller Indemnified Parties”) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all third party claims, demands, suits, actions, proceedings and litigation, all direct losses, costs, attorneys' feesdamages, obligations, judgments, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; fees, including without limitation, reasonable attorneys’ fees and in case any action or proceeding brought against Landlord by reason of such claim, Tenant expenses (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligencecollectively “Losses”), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims suffered or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought incurred by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or a Seller Indemnified Party arising from out of or in connection with contamination of or adverse affects on the Premises, the environment, Buyer’s use or any of its licensees’ use of the Marks pursuant to this Agreement and the subject matter hereof, including without limitation, those relating to: (i) the offer or sale of the Products using the Marks; (ii) injury to or death of any person or damage to any property whatsoever; (iii) the alleged or actual violation of any Environmental Law applicable law or other statuteregulation regarding false and/or misleading advertising, ordinancefraud, ruleunfair trade practices and/or anti-competitive practices, regulation, judgment in relation to the operation of the Retail Station Business; (iv) the violation by Buyer or order its licensees of any governmental applicable law, regulation or judicial entityindustry standard; and/or (v) the alleged or actual violation of third party rights regarding the realization and/or the release of any advertising using the Marks during the Term; provided, however, in no event shall the foregoing indemnity extend to any Losses to the extent that they arise out of a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”). b. Seller shall, at Seller’s sole cost and expense, defend, indemnify and hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Parties”) harmless from and against all Losses arising out of or in connection with Seller’s Actions; provided however, in no event shall the foregoing indemnity extend to any damages, liabilities, costs, and penalties assessed as a result of any activity Losses to the extent caused by Buyer’s negligence or operation on the Premises during the term by Buyer’s breach of this Lease. Tenant's obligations Agreement or liabilities under this Paragraph shall survive the term(s) violation of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertylaw.

Indemnity. Tenant (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall indemnify be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Landlord Agents and Lenders, and the Officers, directors, trustees, employees, agents, advisors and Affiliates of Agents and Lenders (collectively called the “Indemnitees”), from and against any and all claims arising from Tenant's Indemnified Liabilities (or Tenant's agents', servants', employees' or contractors') use or occupancy of as hereinafter defined); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the Premises, or extent such Indemnified Liabilities arise solely from the conduct gross negligence or willful misconduct of Tenant's business that Indemnitee or from any activityits related parties as determined by a final judgment of a court of competent jurisdiction. (b) As used herein, work or things done“Indemnified Liabilities” means, permitted or suffered by Tenant (or Tenant's agentcollectively, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims arising from any breach or default in (including Environmental Claims), costs (including the performance costs of any obligation on Tenant's part investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to be performed under the terms of this Leaseremove, remediate, clean up or arising from ▇▇▇▇▇ any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' feesHazardous Materials Activity), expenses and liabilities incurred in the defense disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial Proceeding commenced or threatened by any Person, whether or not any such claim Indemnitee shall be designated as a party or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or propertya potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and all claims whether based on any federal, state or actions brought by any personforeign laws, firmstatutes, governmental bodyrules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or other entityasserted against any such Indemnitee, including reasonable legal fees and expenses, alleging or resulting from in any manner relating to or arising from out of (i) this Agreement or in connection with contamination the other Loan Documents or the Transactions (including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or adverse affects on the Premisesissuance of Letters of Credit hereunder or the use or intended use of any thereof, the environment, or any violation failure of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order Issuing Lender to honor a drawing under a Letter of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed Credit as a result of any activity act or operation on the Premises during the term omission, whether rightful or wrongful, of this Lease. Tenant's obligations any present or liabilities under this Paragraph shall survive the term(s) future de jure or de facto Government Authority, or any enforcement of this Lease, termination of this Lease or termination of Tenant's occupancy any of the Real PropertyLoan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries; except to the extent such Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence or willful misconduct of Indemnitee as determined by a final judgment of a court of competent jurisdiction.

Indemnity. Tenant Each Borrower hereby agrees to jointly and severally indemnify Agent, each Arranger and each Lender (and each of their Affiliates) and hold Agent, each Arranger and each Lender (and each of their Affiliates) harmless from and against any liability, loss, damage, suit, action or proceeding suffered or incurred by any such Person (including reasonable documented attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, perform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of, or breach of the terms of this Agreement or any other Loan Document by, Agent, either Arranger or such Lender. In addition, each Borrower shall defend Agent, each Arranger and each Lender (and each of their Affiliates) against and hold it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the bad faith, gross negligence or intentional misconduct of, or breach of the terms of this Agreement or any other Loan Document by, any such Person seeking indemnity). Without limiting the generality of the foregoing, each Borrower shall indemnify and hold harmless Landlord Agent, each Arranger and each Lender (and each of their Affiliates) from and against any and all claims loss, damage, cost, expense or liability directly or indirectly arising from Tenant's (out of or Tenant's agents', servants', employees' or contractors') use or occupancy of under the PremisesEnvironmental Laws, or from attributable to the conduct use, generation, storage, release, threatened release, discharge, disposal or presence of Tenant's business any pollutants, flammables, explosives, petroleum (including crude oil) or from any activityfraction thereof, work radioactive materials, hazardous wastes, toxic substances or things donerelated materials, permitted including, without limitation, any substances defined as or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default included in the performance definition of any obligation on Tenant's part to be performed under the terms of this Leasetoxic or hazardous substances, wastes, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of materials under any Environmental Law or other statuteLaw, ordinanceexcept for those losses, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations expenses or liabilities determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of Agent, either Arranger or such Lender. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower under this Paragraph Section 12.2 shall survive the term(s) payment in full of this Lease, the non-indemnity Obligations and the termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant 13.1. Licensor shall indemnify and hold harmless Landlord from Licensee and against any and all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things doneits affiliates, permitted or suffered by Tenant (or Tenant's agentassignees, servantsdirectors, employees or contractors) in or about the Premises officers, agents and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or actions for injury, liabilitybetween the parties hereto) ("Claims") which Licensee is or becomes liable for, or damage may incur solely by reason of its use within the Territory, in strict accordance with the terms and conditions of this Agreement and the Design Agreement, of the Trademark or the designs furnished to persons Licensee by Licensor or propertythe Design Partnership, to the extent that any such Claims arise through infringement of another's design patent, trademark, copyright or other proprietary rights; provided, however, that Licensee gives Licensor prompt notice of, and full cooperation in the defense against, all such Claims. If any action or proceeding shall be brought or asserted against Licensee in respect of which indemnity may be sought from Licensor under this paragraph 13.1, Licensee shall promptly notify Licensor thereof in writing, and all claims Licensor shall assume and direct the defense thereof. Licensee may thereafter, at its own expense, be represented by its own counsel in such action or actions brought by any personproceeding. 13.2. To the extent not inconsistent with paragraph 13.1 hereof, firm, governmental body, or other entity, including reasonable legal fees Licensee shall indemnify and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premisessave and hold Licensor, the environmentDesign Partnership, or any violation of any Environmental Law or other statute▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and ▇▇▇▇▇ Lauren, ordinance, rule, regulation, judgment or order of any governmental or judicial entityindividually, and their assignees, directors, officers, agents and employees, harmless from and against any damagesand all liability, liabilitiesclaims, costscauses of action, suits, damages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or between the parties hereto), which they, or any of them, are or become liable for, or may incur, or be compelled to pay by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including Licensee's use of Licensee's own designs, in connection with Licensed Products manufactured by or on behalf of Licensee or otherwise in connection with Licensee's business. If any action or proceeding shall be brought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, Licensor shall promptly notify Licensee thereof in writing, and penalties assessed as a result of any activity Licensee shall assume and direct the defense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such action or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyproceeding.

Indemnity. Tenant The representations, warranties and covenants made by the Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify and hold harmless Landlord the Company and its respective officers, directors, managing and non-managing members, employees and agents and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Indemnitee”), from and against any and all claims arising from Tenant's losses, claims, demands, damages, judgments, liabilities and expenses (or Tenant's agents'including costs and including, servants'but not limited to, employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or investigating any such claims arising from or liabilities, whether or not resulting in any liability to such person, to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or otherwise, insofar as such losses, claims, demands, liabilities and/or expenses: (a) arise out of or are based upon any untrue statement of a fact made by the Subscriber and contained in this Agreement, or (b) arise out of or are based upon any breach by Subscriber of any representation, warranty, or default agreement made by Subscriber contained herein or in the performance of any obligation on Tenant's part to be performed under the terms of this LeaseInvestor Questionnaire, or arising from any negligence (c) arise out of the Tenantsale/transfer of Units, of the Securities Act, or any of Tenant's agentsother applicable state, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liabilityfederal, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyforeign securities law.

Indemnity. Tenant shall The Borrower agrees to defend, protect, indemnify and hold harmless Landlord the Agent and each Lender and each and all of its officers, directors, employees, attorneys and agents (“Indemnified Parties”) from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Parties shall be designated by a party thereto), which may be imposed on, incurred by, or asserted against any Indemnified Party (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner directly relating to or arising from Tenant's out of this Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Term Loan (including, without limitation, any liability under federal, state or Tenant's agents', servants', employees' local environmental laws or contractors'regulations) or the use or occupancy intended use of the Premisesproceeds of the Term Loan hereunder; provided, that the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the conduct willful misconduct or gross negligence of Tenant's business or from any activitysuch Indemnified Party. To the extent that the undertaking to indemnify, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation on Tenant's part law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by the Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Parties shall be performed under paid to the terms Indemnified Parties within five (5) days of this Leasedemand, or arising together with interest thereon at the Default Rate from any negligence of the Tenantdate incurred by the Indemnified Parties until paid by the Borrower, or any of Tenant's agents, contractors or employeesbe added to the Liabilities, and from be secured by the Collateral. The provisions of and against all costs, attorneys' fees, expenses undertakings and liabilities incurred indemnifications set out in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph Section 11.16 shall survive the term(s) satisfaction and payment of this Lease, the Liabilities of the Borrower and the termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant shall indemnify (i) The Grantor agrees to indemnify, pay and hold harmless Landlord the Beneficiary, the Trustee and each of the other Secured Parties and the officers, directors, employees, agents and Affiliates of the Beneficiary, the Trustee and each of the other Secured Parties (collectively, the “Indemnitees”) from and against any and all claims other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising from Tenant's out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or Tenant's agents'any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, servants'however, employees' or contractors'that the Grantor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) use or occupancy by a court of the Premises, or competent jurisdiction that such Indemnified Liabilities arose from the conduct gross negligence or willful misconduct of Tenant's business or from any activitythat Indemnitee. To the extent that the undertaking to indemnify, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation on Tenant's part law or public policy, the Grantor shall contribute the maximum portion which it is permitted to be performed pay and satisfy under applicable law, to the terms payment and satisfaction of this Lease, or arising from any negligence of all Indemnified Liabilities incurred by the Tenant, Indemnitees or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertythem.

Indemnity. Tenant Company shall indemnify indemnify, defend and hold harmless Landlord University and its trustees, officers, faculty, students, employees, and agents and their respective successors, heirs and assigns (the "Indemnitees"), against any liability, damage, loss, or expense ***Confidential Treatment Requested 8 (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the Indemnitees in connection with any third-party claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product or Royalty-Bearing Product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement; provided, however, that such right or license granted under this Agreement; provided, however, that such indemnification shall not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) the negligent activities or intentional misconduct of the Indemnitees or (ii) the settlement of a claim, suit, action, or demand by Indemnities without the prior written approval of Company. Company also shall indemnify, defend, and hold harmless [***] and its trustees, officers, employees, and agents, and their respective successors, heirs and assigns (the "[***] Indemnitees"), from and against any and all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injuryclaims, liability, or cost, expense, damage to persons or propertydeficiency, and any and all claims or actions brought by any person, firm, governmental bodyloss, or other entityobligation (including, including without limitation, reasonable legal attorney's fees and expensescosts), alleging based upon, arising out of, or resulting from otherwise relating to any actions taken or arising from or omissions made in connection with contamination of or adverse affects on the Premises, the environment, or any violation pursuant to this License Agreement. The [***] Indemnitees agree to provide Company with prompt written notice of any Environmental Law claim, suit action, demand or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities for which indemnification is sought under this Paragraph Agreement. Company agrees that any Sublicensee shall survive agree to provide [***] with the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertysame indemnity provided by Company herein.

Indemnity. Tenant shall indemnify In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Landlord the Agent-Related Persons, and the Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from Tenant's (the gross negligence or Tenant's agents', servants', employees' willful misconduct of any such Indemnitee or contractors') use or occupancy a material breach by such Indemnitee of the Premisesexpress provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims administrative proceeding arising from any breach of the foregoing is brought against any Indemnitee indemnified or default in the performance of any obligation on Tenant's part intended to be performed under the terms of indemnified pursuant to this LeaseSection 8.2, Borrower, will resist and defend such action, suit, or arising from any negligence of proceeding or cause the Tenant, same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such claim action, writ, or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claimproceeding. To the extent that the undertaking to indemnify, Tenant (upon notice from Landlord) shall defend the same at Tenant's expensepay, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or set forth in connection with contamination of or adverse affects on the Premises, the environment, or any violation preceding sentence may be unenforceable because it is violative of any Environmental Law law or other statutepublic policy, ordinance, rule, regulation, judgment or order Borrower shall make the maximum contribution to the payment and satisfaction of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result each of any activity or operation on the Premises during the term Indemnified Liabilities that is permissible under applicable law. The obligations of this Lease. Tenant's obligations or liabilities Borrower under this Paragraph Section 8.2 shall survive the term(s) of this Lease, termination of this Lease or termination Agreement and the discharge of Tenant's occupancy of the Real PropertyBorrower’s other obligations hereunder.

Indemnity. Tenant shall Each of the Credit Parties, hereby agrees that its obligation to indemnify and hold the Releasees harmless Landlord from as set forth in the immediately preceding Section 3.1, shall include an obligation to indemnify and against hold Releasees harmless with respect to any and all claims arising from Tenant's liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable attorney’s fees and expenses) or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance disbursements of any obligation on Tenant's part to be performed under kind or nature whatsoever incurred by the terms of this Lease, or arising from any negligence of the TenantReleasees, or any of Tenant's them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, the respective officers, directors, agents, contractors trustees, creditors, partners or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense shareholders of any such of the Credit Parties, whether threatened or initiated, asserting any claim for legal or equitable remedy under any action statute, regulation or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or common law principle arising from or in connection with contamination the negotiation, preparation, execution, delivery, performance, administration and enforcement of or adverse affects on the Premises, the environment, this Fifth Amendment or any violation other document executed in connection herewith; provided that none of the Credit Parties, shall have any indemnification obligation to any Releasee pursuant to this Section with respect to liabilities to the extent resulting from the gross negligence or willful misconduct of any Environmental Law or other statuteReleasee. If and to the extent that the foregoing undertaking is adjudged by a final judicial determination to be unenforceable for any reason, ordinance, rule, regulation, judgment or order each of any governmental or judicial entity, the Credit Parties jointly and from severally agrees to make the maximum contribution to the payment and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Leasesatisfaction thereof which is permissible under applicable law. Tenant's obligations or liabilities under this Paragraph The foregoing indemnity shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy the Credit Agreement and the other Loan Documents and the payment in full of the Real PropertyObligations.

Indemnity. Tenant shall The Lessees each agree to indemnify and hold harmless Landlord the Series 2011-1 Letter of Credit Provider and, in their capacities as such, officers, directors, shareholders, affiliates, controlling persons, employees, agents and servants of the Series 2011-1 Letter of Credit Provider, from and against any and all claims arising from Tenant's claims, damages, losses, liabilities, costs or expenses whatsoever which the Series 2011-1 Letter of Credit Provider may incur or which may be claimed against the Series 2011-1 Letter of Credit Provider by any Person whatsoever (or Tenant's agents', servants', employees' or contractors') use or occupancy including reasonable fees and expenses of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractorscounsel) in each case arising out of or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claimor in connection with, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination the preparation of a defense of, any investigation, litigation or adverse affects on proceeding arising out of, relating to or in connection with the Premisesexecution and delivery of, or payment of any LOC Credit Disbursement or LOC Termination Disbursement payable by the environmentLessees under the Series 2011-1 Letter of Credit or this Agreement or any other Related Document, or any violation acts or omissions of any Environmental Law of the Lessees in connection herewith or other statutetherewith, ordinanceor any transactions contemplated hereby or thereby (whether or not consummated), rule, regulation, judgment or order any inaccuracies or alleged inaccuracies in any material respect or any untrue statement or alleged untrue statement of any governmental of the Lessees contained or judicial entityincorporated by reference in any Related Document or the omission or alleged omission by any of the Lessees to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading, except to the extent that such claim, damage, loss, liability, cost or expense is caused by the willful misconduct or gross negligence of the Series 2011-1 Letter of Credit Provider or a breach by the Series 2011-1 Letter of Credit Provider (or its agents or employees or any other Person under its control) of its obligations under the Series 2011-1 Letter of Credit, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction, and from provided that any such Lessee shall be required to indemnify the Series 2011-1 Letter of Credit Provider, in connection with prosecuting or defending any such claims, for reasonable attorneys’ fees and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyexpenses.

Indemnity. Tenant (a) The Borrower shall indemnify each Credit Party and each Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless Landlord from and against from, any and all claims losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising from Tenant's (or Tenant's agents'out of, servants', employees' or contractors') use or occupancy of the Premisesin connection with, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of (i) the execution or delivery of any activity Loan Document or operation any agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto, provided that such indemnity shall not, as to any Indemnified Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section 11.10 to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes. (b) To the extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section 11.10, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the Premises during last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the term Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of this Lease. Tenant's which is the sum of such Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations or liabilities of the Borrower and the Lenders under this Paragraph Section 11.10 shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy the Commitments and the payment of the Real PropertyLoans and the Notes and all other amounts payable under the Loan Documents. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.

Indemnity. Tenant shall indemnify In addition to the payment of expenses pursuant to Section 9.5, the Borrower agrees to indemnify, defend and hold harmless Landlord the Lender and each of its respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees and agents (the "Indemnitees"), from and against (a) any and all claims arising from Tenant's (transfer taxes, documentary taxes, assessments or Tenant's agents', servants', employees' or contractors') use or occupancy charges made by any governmental authority by reason of the Premises, execution and delivery of this Agreement and the other Loan Documents or from the conduct making of Tenantany Loans (except for income or franchise taxes based on the Lender's business or from any activity, work or things done, permitted or suffered by Tenant income) and (or Tenant's agent, servants, employees or contractorsb) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses of any kind or nature whatsoever (including, without limitations, the reasonable fees and disbursements of counsel) in connection with any investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by or asserted against such Indemnitee, in any manner relating to or arising out of or in connection with, the making of any Loans or entering into this Agreement or any other Loan Documents or the use or intended use of the proceeds of the Loans or the collection of Assets, excepting, however, from the foregoing any such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting from collection actions undertaken by the Lender, or by a replacement servicer appointed by the Lender, or the unlawful conduct, willful misconduct or gross negligence of an Indemnitee. If any investigative, judicial or administrative proceeding arising from any breach of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or default counsel designated by the Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the performance of any obligation on Tenantmanner directed by the Indemnitee, at the Borrower's part sole cost and expense. Each Indemnitee will use its best efforts to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred cooperate in the defense of any such claim action, suit or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claimproceeding. If the foregoing undertaking to indemnify, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against may be held to be unenforceable because it violates any and all liability, claims law or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premisespublic policy, the environment, or any violation Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order each of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result the indemnified liabilities contemplated hereby which is permissible under applicable law. The obligations of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Borrower under this Paragraph Section 9.6 shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and hold its affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the “Indemnified Parties”) and save them harmless Landlord from and against any all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages (excluding loss of profits and all claims consequential damages), costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising from Tenant's (in connection with this Agreement including, without limitation, those arising out of or Tenant's agents', servants', employees' related to actions taken or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part omitted to be performed under taken by the terms Indemnified Parties and expenses incurred in connection with the enforcement of this Leaseindemnity, or arising from any negligence of which the TenantIndemnified Parties, or any of Tenant's agentsthem, contractors may suffer or employeesincur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent’s duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith) and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or including any action or proceeding liability brought thereon; against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and in case unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding brought against Landlord by reason of such claimproceeding. Notwithstanding any other provision hereof, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph indemnity shall survive the term(s) resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant shall indemnify 8.1 The Assignor agrees (i) to pay, indemnify, and hold harmless Landlord the Security Trustee on demand from, any and all stamp, excise, withholding, documentary and other like duties and taxes and all recording and filing fees (collectively, "Taxes and Fees") and any and all liabilities with respect to, or resulting from any delay or omission on the part of the Assignor to pay Taxes and Fees which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Assignment, and (ii) to, on demand, pay, indemnify, and hold the Security Trustee and its Affiliates, officers, directors, employees, agents, attorneys, successors and assigns, harmless from and against any and all claims other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses) with respect to (i) negotiation, preparation, execution, delivery, consummation, enforcement, performance and administration of this Assignment and any amendment, supplement or modification to, or extension of this Assignment (whether or not the same is actually implemented, completed or granted, as the case may be) and any other documents prepared in connection herewith and (ii) the enforcement or preservation of any of the Security Trustee's rights under the Assignment (all of the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Assignor shall have no obligation hereunder with respect to Indemnified Liabilities directly arising from Tenant's (the gross negligence or Tenant's agents', servants', employees' or contractors') use or occupancy willful misconduct of the Premises, or from Security Trustee. 8.2 If the conduct of Tenant's business or from Security Trustee expends any activity, work or things done, permitted or suffered moneys reimbursable by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord Assignor by reason of Section 8.1 or any other provision of this Assignment, all moneys so expended by the Security Trustee shall on demand be repaid by the Assignor to the Security Trustee in the currency in which such claimmoneys were expended together with interest thereon from the date such moneys were expended until the date of reimbursement thereof to the Security Trustee (whether before or after judgment) at the Interest Rate or, Tenant (upon notice from Landlord) shall defend if an Event of Default has occurred, at the same at Tenant's expenseDefault Rate, by counsel satisfactory such interest to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects be calculated on the Premises, basis of a 360 day year and the environment, or any violation actual number of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation days elapsed. Accrued interest on all amounts hereunder shall be payable in arrears on the Premises during Interest Payment Date for the term calendar month immediately preceding such Interest Payment Date; provided, however, that if an Event of this Lease. Tenant's obligations or liabilities under this Paragraph Default has occurred, any such interest shall survive be payable on demand to the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertySecurity Trustee.

Indemnity. Tenant In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall indemnify be consummated, Company agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless Landlord Agents and Lenders, and the officers, directors, trustees, employees, agents, advisors and Affiliates of Agents and Lenders (collectively called the Indemnitees), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that Company shall not 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 as determined by a final judgment of a court of competent jurisdiction. As used herein, Indemnified Liabilities means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees (including allocated costs of internal counsel) in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any Applicable Laws (including Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising from Tenant's out of (i) this Agreement or Tenant's agents', servants', employeesthe other Loan Documents or the transactions contemplated hereby or thereby (including Lenders' agreement to make the Loans hereunder or contractors') the use or occupancy intended use of the Premisesproceeds thereof, or from any enforcement of any of the conduct Loan Documents (including any sale of, collection from, or other realization upon any of Tenant's business the Collateral or from the enforcement of the Subsidiary Guaranty)), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto, or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, work operation, land ownership, or things donepractice of Company or any of its Subsidiaries. To the extent that the undertakings to defend, permitted or suffered by Tenant (or Tenant's agentindemnify, servants, employees or contractors) in or about the Premises and shall further indemnify pay and hold harmless Landlord from and against any and all claims arising from any breach set forth in this subsection 10.3 may be unenforceable in whole or default in the performance part because they are violative of any obligation on Tenant's part Applicable Law or public policy, Company shall contribute the maximum portion that it is permitted to be performed pay and satisfy under Applicable Law to the terms payment and satisfaction of this Lease, or arising from any negligence of the Tenant, all Indemnified Liabilities incurred by Indemnitees or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertythem.

Indemnity. Tenant The Borrower shall indemnify the Joint Lead Arrangers and each Secured Party, as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an “Indemnitee”) against, and hold each Indemnitee harmless Landlord from and against from, any and all claims arising from Tenant's (or Tenant's agents'losses, servants'claims, employees' or contractors') use or occupancy of the Premisescost recovery actions, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' feesdamages, expenses and liabilities incurred in the defense of any such claim whatsoever nature or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any kind and all liability, claims or actions for injury, liability, or damage to persons or property, and any reasonable out-of-pocket expenses and all claims or actions brought by applicable Taxes (other than Excluded Taxes) to which any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or Indemnitee may become subject resulting from or arising from or in connection with contamination (a) the execution or delivery of the Loan Documents or adverse affects on the Premisesany agreement or instrument contemplated thereby, the environmentperformance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (b) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom, including, subject to the terms of this Agreement, any refusal by an LC Issuer to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by an Obligor, or any violation Environmental Liability related in any way to an Obligor, (d) any actual or prospective third party claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, or (e) the enforcement of any Environmental Law Indemnitee’s rights hereunder and any related assessment, investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of, or material breach of this Agreement, any other statuteLoan Document or any other document, ordinancewaiver or consent delivered in connection therewith by, rulesuch Indemnitee. The Borrower will have the right, regulationat its expense, judgment or order to assume the defence of any governmental third party claim, litigation, investigation or judicial entityproceeding relating to the foregoing (including settlement on terms approved by the Borrower and Required Lenders, acting reasonably). Any Indemnitee shall have the right to counsel of its own choice to represent it, but the fees and from expenses of such counsel shall be at the expense of such Indemnitee unless (i) the Borrower has failed promptly to assume the defence and against any damagesemploy counsel satisfactory to the Administrative Agent, liabilitiesacting reasonably, costs, or (ii) such Indemnitee shall have been advised by counsel that there exist actual or potential conflicting interests between the Borrower and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.such Indemnitee;

Indemnity. Tenant Debtor shall indemnify and hold harmless Landlord Secured Party and persons or entities owned or controlled by or affiliated with Secured Party and their respective directors, officers, shareholders, partners, employees, consultants and agents (herein individually, an “Indemnified Party,” and collectively, “Indemnified Parties”) from and against against, and reimburse and pay Indemnified Parties with respect to, any and all claims claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys’ fees, court costs and legal expenses and consultant’s and expert’s fees and expenses), of any and every kind or character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or paid by or on behalf of any Indemnified Party on account of, in connection with, or arising from Tenant's out of (1) any bodily injury or Tenant's agents', servants', employees' death or contractors') use property damage occurring in or occupancy upon or in the vicinity of the PremisesCollateral through any cause whatsoever, (2) any act performed or from omitted to be performed hereunder or the conduct breach of Tenant's business or from failure to perform any activitywarranty, work representation, indemnity, covenant, agreement or things donecondition contained in this Instrument, permitted the Loan Agreement, the Notes or suffered any other documents and instruments evidencing, securing or relating to the Obligations, (3) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Instrument, the Loan Agreement, the Notes or any other documents and instruments evidencing, securing or relating to the Obligations, and (4) the violation of or failure to comply with any statute, law, rule, regulation or order, including, without limitation, Environmental Laws and statutes, laws, rules, regulations and orders relating to Hazardous Substances or Solid Waste. Without limiting the generality of the foregoing, it is the intention of Debtor and Debtor agrees that the foregoing indemnities shall apply to each Indemnified Party with respect to claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys’ fees, court costs and legal expenses and consultant’s and expert’s fees and expenses) of any and every kind or character, known or unknown, fixed or contingent, that in whole or in part are caused by Tenant (or Tenant's agentarise out of the negligence of such Indemnified Party; however, servantssuch indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such Indemnified Party. The foregoing indemnities shall not terminate upon the release, employees foreclosure or contractors) other termination of this Instrument, but shall survive the foreclosure of the liens and security interests created by this Instrument or conveyance in lieu of foreclosure and the repayment and performance of the Obligations and the discharge and release of the liens and security interest created by this Instrument and the other instruments and documents evidencing, securing or about relating to the Premises Obligations. Any amount to be paid hereunder by Debtor to Secured Party or for which Debtor has indemnified an Indemnified Party shall be a demand obligation owing by Debtor to Secured Party and shall further indemnify bear interest at the Late Payment Rate until paid, and hold harmless Landlord from shall constitute a part of the Obligations and against be indebtedness secured and evidenced by this Instrument. The rights, powers and remedies herein conferred are cumulative, and not exclusive, of any and all claims arising from other rights, powers and remedies existing at law or in equity (including, without limitation, rights, powers and remedies under Environmental Laws) or provided for in any breach other documents or default instruments evidencing, securing or relating to the Obligations and nothing in this paragraph or elsewhere in this Instrument or in any other documents or instruments evidencing, securing or relating to the performance Obligations shall limit or impair any rights, powers or remedies of Secured Party under any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entityEnvironmental Laws, including reasonable legal fees and expenses,without limitation, alleging any rights of contribution or resulting from or arising from or indemnification available thereunder. The liabilities of Debtor as set forth in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph Section 2.3-B shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyInstrument.

Indemnity. Tenant shall The Borrower agrees to indemnify and hold each Lender and the Administrative Agent harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to the Borrower, and to indemnify and hold each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) harmless Landlord from and against any and all claims arising from Tenant's (other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance disbursements of any obligation on Tenant's part kind or nature whatsoever (including but not limited to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal attorney’s fees and expenses, alleging settlement costs) arising directly or resulting from or arising indirectly from or in connection with contamination the execution, delivery, enforcement, performance and administration of or adverse affects on the Premisesthis Agreement, the environmentother Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy failure of the Real PropertyBorrower to comply with covenants in a timely manner (all the foregoing in this Section 9.5 (c), collectively, the “indemnified liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party as finally determined in a nonappealable judgment by a court of competent jurisdiction, (B) disputes arising between or among the Lenders and the Administrative Agent, or (C) with respect to any such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law.

Indemnity. Tenant Whether or not the transactions contemplated hereby shall indemnify be consummated, the Borrower shall pay, indemnify, and hold each Lender, each Issuing Lender, the Swingline Lender, the Agent, the Arranger, the Syndication Agent and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless Landlord from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs) of any kind or Tenant's agents'nature whatsoever with respect to (a) any investigation, servants'litigation -121- or proceeding (including any Insolvency Proceeding) related to this Agreement or the Loan Documents or the Loans or the Letters of Credit, employees' or contractors') the use or occupancy of the Premisesproceeds thereof, whether or from not any Indemnified Person is a party thereto and (b) the conduct actual or alleged presence of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default Hazardous Materials in the performance air, surface water or groundwater or on the surface or subsurface of any obligation on Tenant's part property owned, leased or at any time operated by Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location by Holdings or any of its Subsidiaries, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the noncompliance of any property owned, leased or operated by Holdings or any of its Subsidiaries with Environmental Laws (including applicable permits thereunder) applicable to be performed under the terms of this Lease, or arising from any negligence of the Tenantsuch property, or any Environmental Claim asserted against Holdings, any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim its Subsidiaries or any action property owned, leased or proceeding brought thereonat any time operated by Holdings or any of its Subsidiaries (all the foregoing described in (a) and (b) above, collectively, the "Indemnified Liabilities"); and in case provided, however, that the Borrower shall have no obligation hereunder to any action Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or proceeding brought against Landlord by reason willful misconduct of such claim, Tenant (upon notice from Landlord) shall defend Indemnified Person as the same at Tenant's expense, is determined by counsel satisfactory to Landlorda final judgment of a court of competent jurisdiction. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or The obligations in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph Section 12.05 shall survive the term(s) payment of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyall other Obligations.

Indemnity. Tenant Each Grantor shall indemnify indemnify, reimburse and hold Agent, each of Agent's members, and each of their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and employees harmless Landlord from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all claims arising from Tenant's (or Tenant's agents', servants', employees' or contractors') use or occupancy of costs and expenses whatsoever to the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted extent they may be incurred or suffered by Tenant such indemnified party in connection therewith (including reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or Tenantloss of use of property (including consequential or special damages to third parties or damages to Borrower's agentproperty), servants, employees or contractors) in bodily injury to or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance death of any obligation on Tenantperson (including any agent or employee of Borrower) (each, a "CLAIM" and collectively, the "CLAIMS"), directly or indirectly relating to or arising out of the use of the proceeds of the Loan or otherwise, the falsity of any representation or warranty of such Grantor or such Grantor's part failure to be performed under comply with the terms of this Lease, or arising from any negligence of the Tenant, Agreement or any of Tenant's agentsother Operative Document while the Obligations are outstanding. The foregoing indemnity shall cover, contractors or employeeswithout limitation, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of (i) any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or Claim in connection with contamination a design or other defect (latent or patent) in any item of equipment included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or adverse affects other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any hazardous materials on the Premisespremises of such Grantor, the environmentincluding any Claims asserted or arising under any environmental law, or (iv) any violation of Claim for negligence or strict or absolute liability in tort; provided, however, that such Grantor shall not indemnify Agent for any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed liability incurred by Agent as a direct and sole result of any activity Agent's gross negligence or operation on willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the Premises during the term of this Lease. Tenant's obligations expiration or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease Agreement. Upon an indemnitee's written demand, such Grantor shall assume and diligently conduct, at its sole cost and expense, the entire defense of Agent, each of its members, and each of their respective agents, employees, directors, officers, shareholders, successors and assigns, using counsel reasonably acceptable to such indemnitee against any indemnified Claim. Such Grantor shall not settle or termination of Tenantcompromise any Claim against or involving Agent without first obtaining Agent's occupancy of the Real Propertywritten consent thereto, which consent shall not be unreasonably withheld or delayed.

Indemnity. Tenant (a) In connection with the registration of the Registrable Securities pursuant to Clause 2.2, 2.3 or 2.4 hereof, the Company will indemnify and hold harmless, (i) each Selling Holder and the partners (which shall include any partners of the partners), officers, directors, shareholders, affiliates, legal counsel and accountants for each such Selling Holder, (ii) any underwriter of such Registrable Securities thereunder and (iii) each person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages, expenses (including, without limitation, reasonable attorneys’ fees and disbursements) or liabilities (joint, or several), to which such seller, underwriter or controlling person may become subject under the Securities Act, Exchange Act or other federal or state law, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (c) any violation or alleged violation by the Company or its agents of any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state law, applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration (each, a “Violation”), and the Company will reimburse each such Selling Holder, partner (including the partners of such partner), officer, director, legal counsel, accountant, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action, or Violation; provided, however, that the indemnity agreement contained in this Clause 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld; provided, further, that the Company shall not be liable to any Selling Holder, underwriter or controlling person for any such loss, claim, damage, liability or action to the extent that it arises out of or is based on a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder, underwriter or controlling person expressly as stated in writing for use in connection with such registration. The indemnity provided for in this Clause 2.7(a) shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder, underwriter or controlling person and shall survive transfer of such securities by such Selling Holder. (b) Each Selling Holder will indemnify and hold harmless Landlord from the Company, its directors, each officer who has signed the registration statement, legal counsel and accountants, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter and each person who controls any underwriter, and any other Selling Holder or any of its partners, officers, directors, shareholders or affiliates, or any person who controls such Selling Holder, against any all losses, claims, damages, expenses (including without limitation, reasonable attorneys’ fees and all claims arising from Tenant's disbursements) or liabilities (joint or several), to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such losses, claims, damages or liabilities (or Tenant's agents'actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, servants'2.3 or 2.4 hereof, employees' including any preliminary prospectus or contractors'final prospectus contained therein, or any amendment or supplement thereto, or (b) use the omission or occupancy alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the Premisescircumstances under which they were made; provided, however, that the indemnity agreement contained in this Clause 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Selling Shareholder, which consent shall not be unreasonably withheld; provided, further, that such Selling Holder will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished by such Selling Holder expressly as stated in a writing for use in connection with such registration. In no event shall any indemnity under this Clause 2.7(b) exceed the net proceeds from the offering received by such Selling Holder. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Clause 2.7 and shall only relieve it from any liability which it may have to such indemnified party under this Clause 2.7 if and to the extent the indemnifying party is materially prejudiced by such omission. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake 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 and undertake the defense, the indemnifying party shall not be liable to such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the indemnified party reasonably determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expense and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) In order to provide for just and equitable contribution to joint liability in any case in which either (i) a claim for indemnification is made pursuant to this Clause 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration or time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Clause 2.7 provided for indemnification in such case, or from (ii) contribution under the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about Securities Act may be required on the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance part of any obligation on Tenant's part to be performed such person seeking indemnity under the terms of this LeaseClause 2.7(d); then, and in each such case, the Company and such person will contribute to the aggregate losses, claims, damages or arising liabilities to which they may be subject (after contribution from others) in such proportion so that such person is responsible for the portion represented by the percentage that the public offering price of the Registrable Securities held by such person and offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that in any such case, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any negligence person or entity who was not guilty of such fraudulent misrepresentation and; provided, further, that in no event shall any contribution under this Clause 2.7(d) on the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense part of any seller exceed the net proceeds received by such claim or any action or proceeding brought thereon; and seller in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyoffering.

Indemnity. Tenant Lessee shall indemnify indemnify, defend, protect, save, hold harmless, and hold harmless Landlord reimburse Lessor and its Affiliates for, from and against any and all claims arising from Tenant's costs, losses (or Tenant's agents'including, servants', employees' or contractors') losses of use or occupancy economic benefit or diminution in value), liabilities, damages, assessments, lawsuits, deficiencies, demands, claims and expenses (collectively, “Environmental Costs”) (whether or not arising out of the Premisesthird party claims and regardless of whether liability without fault is imposed, or sought to be imposed, on Lessor or any of its Affiliates) incurred in connection with, arising out of, resulting from or incident to, directly or indirectly, before or during the conduct Term (i) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of Tenant's business property damage, the production, use, generation, storage, treatment, transporting, disposal, discharge, release or from other handling or disposition of any activityHazardous Substances from, work or things donein, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in on or about the Premises and shall further indemnify and hold harmless Landlord from and against Leased Property (or any and all claims arising from portion thereof or any breach or default in Capital Additions (collectively, “Handling”), including the performance effects of such Handling of any obligation Hazardous Substances on Tenant's part to be performed under any Person or property within or outside the terms of this Lease, or arising from any negligence boundaries of the Tenant, Leased Property or any Capital Additions, (ii) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of Tenant's agentsproperty damage, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense presence of any such claim Hazardous Substances, Mold or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons Mold Condition in, upon on, under or about the Premises arising from Leased Property (or any cause portion thereof) or any Capital Additions, (except Landlord's negligence)iii) the violation of any Legal Requirements (including Environmental Laws) related to Hazardous Substances in, and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against on, under or about the Leased Property (or any and all liabilityportion thereof) or any Capital Additions, claims (iv) any illness to or actions for injury, liability, death of persons or damage to persons or propertydestruction of property resulting from such Mold or Mold Condition in, on, under or about the Leased Property or any Capital Additions, and (v) any and all claims or actions brought failure by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.Lessee to

Indemnity. Tenant shall indemnify (a) and hold their respective successors, assigns, employees, agents and servants (individually an "Indemnitee," and collectively the "Indemnitees") harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents'liabilities, servants'obligations, employees' or contractors') use or occupancy of the Premisesdamages, or from the conduct of Tenant's business or from any activityinjuries, work or things donepenalties, permitted or suffered by Tenant (or Tenant's agentclaims, servantsdemands, employees or contractors) in or about the Premises actions, suits, judgments and shall further indemnify and hold harmless Landlord from and against any and all claims reasonable costs, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the purposes of this Section 11 the foregoing are collectively called "expenses") of whatever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or arising from any breach out of this Agreement or default in the performance enforcement of any obligation on Tenant's part to be performed under of the terms of this Leaseof, or the preservation of any rights hereunder, or in any way relating to or arising from any negligence out of the Tenantownership, control, acceptance, possession, condition, sale or other disposition, or use of the Collateral, provided that no Indemnitee shall be indemnified pursuant to this Section 11(a) for losses, damages or liabilities to the extent caused by the gross negligence or wilful misconduct of such Indemnitee. Each Pledgor agrees that upon written notice by any Indemnitee of Tenant's agentsthe assertion of such a liability, contractors obligation, damage, injury, penalty, claim, demand, action, suit or employeesjudgment, the relevant Pledgor shall to the extent requested to do so assume full responsibility for the defense thereof. (b) Without limiting the application of Section 11(a) hereof, each Pledgor agrees jointly and from severally to pay or reimburse the Pledgee for any and against all costsfees, costs and expenses, including reasonable attorneys' fees, expenses and liabilities of whatever kind or nature incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination the creation, preservation or protection of the Pledgee's Liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Pledgee's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or adverse affects on relating to the Premises, Collateral. (c) If and to the environment, or any violation extent that the obligations of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Pledgor under this Paragraph shall survive Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the term(s) maximum contribution to the payment and satisfaction of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertysuch obligations which is permissible under applicable law.

Indemnity. Tenant shall indemnify The Borrowers further jointly and severally agree to defend, protect, indemnify, and hold harmless Landlord Lender and its Affiliates, and Lender's and its Affiliate's respective officers, directors, employees, attorneys and Lenders (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article V) (collectively, the "Indemnitees") from and against any and all claims arising from Tenant's (or Tenant's agents'liabilities, servants'obligations, employees' or contractors') use or occupancy of the Premiseslosses, or from the conduct of Tenant's business or from any activitydamages, work or things donepenalties, permitted or suffered by Tenant (or Tenant's agentactions, servantsjudgments, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Leasesuits, or arising from any negligence of the Tenantclaims, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such claim Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of or in connection with (a) this Agreement, the other Loan Documents, any of the other Transaction Documents or any action act, event or proceeding brought thereon; transaction related or attendant thereto, whether or not such Indemnitee is a party thereto and in case any action whether or proceeding brought against Landlord by reason not such transactions are consummated, the making of such claimthe Loan hereunder, Tenant (upon notice from Landlord) shall defend the same at Tenant's expensemanagement of the Loan, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk the use or intended use of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liabilityproceeds of the Loan, or damage to persons (b) any Liabilities and Costs under Environmental, Health or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or Safety Requirements of Law arising from or in connection with contamination the past, present or future operations of or adverse affects on the PremisesHoldings, the environmentCompany, the Company's Subsidiaries or any violation of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any Environmental Law respective Property of Holdings, the Company or other statutethe Company's Subsidiaries, ordinancethe presence of asbestos-containing materials or suspected asbestos-containing materials at any respective Property of Holdings, rule, regulation, judgment the Company or order such Subsidiaries or the Release or threatened Release of any governmental Contaminant into the environment (collectively, the "Indemnified Matters"); provided, however, the Company shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters resulting from the willful misconduct or judicial entitygross negligence of such Indemnitee, as determined in a judgment by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and from and against any damages, liabilities, costs, and penalties assessed as a result hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any activity law or operation on public policy, each Borrower shall contribute the Premises during maximum portion which it is permitted to pay and satisfy under applicable law, to the term payment and satisfaction of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive all Indemnified Matters incurred by the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitees.

Indemnity. Tenant The representations, warranties and covenants made by the Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify and hold harmless Landlord the Company and its respective officers, directors, managing and non-managing members, employees and agents and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Indemnitee”), from and against any and all claims arising from Tenant's losses, claims, demands, damages, judgments, liabilities and expenses (or Tenant's agents'including costs and including, servants'but not limited to, employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or investigating any such claims arising from or liabilities, whether or not resulting in any liability to such person, to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or otherwise, insofar as such losses, claims, demands, liabilities and/or expenses: (a) arise out of or are based upon any untrue statement of a fact made by the Subscriber and contained in this Agreement, or (b) arise out of or are based upon any breach by Subscriber of any representation, warranty, or default agreement made by Subscriber contained herein or in the performance of any obligation on Tenant's part to be performed under the terms of this LeaseInvestor Questionnaire, or arising from any negligence (c) arise out of the Tenantsale/transfer of Units, of the Securities Act, or any of Tenant's agentsother applicable state, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liabilityfederal, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Leaseforeign securities law. Tenant's obligations or liabilities under this Paragraph shall survive the term(sOpening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.11

Indemnity. SECTION 28.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any, liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Legal Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Subject to the provisions of Section 10.2(b) hereof, Tenant shall defend, indemnify and save harmless Landlord as set forth in this Lease below from and against (a) all claims against Landlord arising from the negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees or visitors; (b) all claims against Landlord arising from any accident, injury or damages whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, or other portions of the Property used or occupied by Tenant; (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Tenant's agents, employees, contractors, licensees, servants, invitees or visitors; (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed; (e) the actual presence of hazardous materials on the Premises or the Property which is caused or permitted by Tenant, its employees, contractors, or invitees; (f) any environmental claim relating in any way to Tenant's operation or use of the Premises or the Property; (g) all claims arising in connection with the emission of electromagnetic radiation which is caused or permitted by Tenant or its equipment; (h) any claims arising in connection with the default or alleged default under contracts or other agreements between Tenant and its customers; (i) any and all costs and expenses that Landlord may incur in complying with any Legal Requirements necessitated by any act or failure to act by Tenant that is inconsistent with (x) the use of the Premises as a first class Mission Critical Data Center, or (y) the terms of this Lease, any and all costs and expenses that Landlord may incur in studying, assessing, containing, removing, remedying, remediating, mitigating, or otherwise responding to, the presence or release of any hazardous material at, in, on, under or from the Premises; (j) any and all costs and expenses for which Landlord may be liable to any Governmental Authority, Mortgagee or Lessor for studying, assessing, containing, removing, remedying, remediating, mitigating, or otherwise responding to, the presence or release of a hazardous material at, in, on, under, from or relating to Tenant's operations on, the Premises; and (k) any and all fines or penalties assessed, or threatened to be assessed, upon Landlord or liabilities to third parties by reason of a failure of Tenant to comply with any obligations, covenants or conditions set forth in Section 7.1. This indemnity and hold harmless Landlord agreement shall be an indemnity of Landlord, and any partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord, from and against any and all claims arising from Tenant's obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages (including consequential and Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. punitive damages), costs and expenses (including reasonable attorneys' and consultants' fees and expenses) of any kind or Tenant's agents', servants', employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) nature incurred in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of connection with any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant the defense thereof. SECTION 28.2 The provisions of this Article 28 shall indemnify and hold harmless Landlord from and against any and all liability, claims survive the expiration or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term termination of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.

Indemnity. Tenant Indemnitors shall indemnify protect, indemnify, defend and hold the Administrative Agent, the Lenders and any successors to Lenders' interest in the Property, and any other Person who acquires any portion of the Property at a foreclosure sale or otherwise through the exercise of Lenders' rights and remedies under the Loan Documents, and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless Landlord from and against any and all claims actual or potential claims, liabilities, damages (direct or indirect), losses, fines, penalties, judgments, awards, costs and expenses (including, without limitation, reasonable attorneys' fees and costs and expenses of investigation) (collectively, "Expenses") which arise out of or relate in any way to any breach of any representation, warranty or covenant contained herein, or any Environmental Proceedings or any use, handling, production, transportation, disposal, release or storage of any Materials of Environmental Concern in, under or on the Property, whether by any Indemnitor or any other person, including, without limitation: a. all foreseeable and all unforeseeable Expenses arising from Tenant's out of: (i) Environmental proceedings or Tenant's agents'the use, servants'generation, employees' storage, discharge or contractors') use disposal of Materials of Environmental Concern by Indemnitors, any prior owner or occupancy operator of the Premises, Property or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in person on or about the Premises and shall further indemnify and hold harmless Landlord from and against Property, unless caused by the willful misconduct, gross negligence, or bad faith of the Lenders or Administrative Agent; (ii) any and all claims arising from residual contamination affecting any breach natural resource or default in the performance environment; or (iii) any exercise by the Administrative Agent or any Lender of any obligation on Tenant's part to be performed under of their rights and remedies hereunder unless caused by the terms of this Leasewillful misconduct, gross negligence, or arising from any negligence bad faith of the TenantLenders or Administrative Agent; and b. the costs of any required or necessary investigation, assessment, testing, remediation, repair, cleanup, or any detoxification of Tenant's agents, contractors or employees, the Property and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense preparation of any such claim closure or other required plans. Indemnitors' liability to the aforementioned indemnified parties shall arise upon the earlier to occur of (1) discovery of any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason Materials of such claimEnvironmental Concern on, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon under or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liabilityProperty, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on (2) the Premises, the environment, or any violation institution of any Environmental Law Proceedings, and not upon the realization of loss or damage, and Indemnitors shall pay to Lenders from time to time, immediately upon request, an amount equal to such Expenses, as reasonably determined by the Administrative Agent upon submission of an invoice therefore and reasonable supporting documentation. In addition, in the event any Materials of Environmental Concern is removed, or caused to be removed from the Property, by Indemnitors, Lenders or any other person, the number assigned by the U.S. Environmental Protection Agency to such Environmental Proceedings or any similar identification shall in no event be in the name the of Administrative Agent or of the Lenders or identify the Administrative Agent or the Lenders as a generator, arranger or other statute, ordinance, rule, regulation, judgment or order such designation. The foregoing indemnity shall not include Expenses arising solely from Materials of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation Environmental Concern which first exist on the Premises during Property following the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive date on which the term(s) of this LeaseLenders take title to the Property, termination of this Lease or termination of Tenant's occupancy whether by foreclosure of the Real PropertyMortgage, deed-in-lieu thereof or otherwise.

Indemnity. Tenant Each Loan Party shall indemnify Agent, each Co-Collateral Agent, each Lender and hold harmless Landlord each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all claims arising from Tenant's liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent, any Co-Collateral Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent, any Co-Collateral Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final judgment which is no longer appealable). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 15.5 by any Person under any Environmental Laws or similar laws by reason of any Loan Party’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances. The foregoing is not intended to limit the parties’ obligations in Section 4.19. Additionally, if any taxes (excluding Excluded Taxes, but including any intangibles taxes, stamp tax or recording tax) shall be payable by Agent, Co-Collateral Agents, Lenders or any Loan Party on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, the Loan Parties will pay (or Tenant's agents'will promptly reimburse Agent, servants'Co-Collateral Agents and Lenders for payment of) all such taxes, employees' or contractors') use or occupancy of the Premisesincluding interest and penalties thereon, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further will indemnify and hold the indemnitees described above in this Section 15.5 harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or liability in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertytherewith.

Indemnity. Tenant SERCEL and Mitcham hereby agree to the following indemnification obligations: (a) Mitcham shall indemnify and hold harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents'SERCEL, servants'its directors, employees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servantsofficers, employees or contractorsand Affiliates (hereinafter the “SERCEL Indemnities”) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injuryloss, liabilitydamages, or damage to persons or propertyfines, penalties, costs and any expenses (including, without Station, court costs and all claims or actions brought reasonable attorneys fees) incurred by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed SERCEL Indemnities as a result of any activity breach or operation violation by Mitcham or others acting on its behalf of any obligation, covenant, representation or warranty of Mitcham set forth in this Agreement. (b) SERCEL shall indemnify and hold harmless Mitcham, its directors, officers, employees and Affiliates (hereinafter the Premises during “Mitcham Indemnities”) against any and all liability, loss, damages, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys fees) incurred by any of the term Mitcham Indemnities (i) as a result of any breach or violation by SERCEL or others (other than Mitcham) acting on its behalf of any obligation, covenant, representation or warranty of SERCEL set forth in this Lease. Tenant's obligations Agreement, (ii) that arise out of or are based upon losses, claims, damages or liabilities under this Paragraph shall survive suffered by any third parties (meaning any party other than Mitcham, SERCEL, Mitcham’s Customer and their respective affiliates) resulting from design, manufacture, and/or operation of any Products, from the term(sfailure of any such Products to satisfy any warranties (whether expressed or implied, if any), or from any defect in the Products. (c) It is expressly acknowledged by Mitcham that all liabilities and indemnification in relation thereto between SERCEL and Mitcham and Mitcham’s Customers, when leasing, renting or selling Sercel equipment to Mitcham’s Customers, will be exclusively governed by SERCEL’s general conditions of sale as mentioned in Schedule 3(a) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyAgreement.

Indemnity. Tenant shall indemnify (a) In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Landlord the Agent-Related Persons, the Sustainability Structuring Agent Related Persons, the Lender-Related Persons, and each Participant (collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims (including Environmental Claims), costs (including the costs of any investigation, cleanup, removal or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), whether direct, indirect, special, or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising from Tenant's out of (or Tenant's agents'i) the Commitments, servants', employees' or contractors') the use or occupancy intended use of the Premisesproceeds of the Loans, Letters of Credit or the consummation of the transactions contemplated by this Agreement, including, but not limited to, any matter (A) relating to the payment of principal and interest and fees, (B) relating to any Erroneous Payment, or (C) arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by the Borrower to the Agent and its counsel or (ii) any Environmental Claim relating in any way to the Borrower or any of its Subsidiaries (collectively, the “Indemnified Liabilities”); provided, however, that the Borrower shall have no obligation hereunder to any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the conduct gross negligence, bad faith or willful misconduct of Tenant's business or from any activitysuch Indemnitee. Each Indemnitee will promptly notify the Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, work or things donepay, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default set forth in the performance preceding sentence may be unenforceable because it is violative of any obligation on Tenant's part law or public policy, the Borrower shall make the maximum contribution to be performed under the terms payment and satisfaction of this Lease, or arising from any negligence each of the Tenant, or any Indemnified Liabilities that is permissible under applicable law. The obligations of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities Borrower under this Paragraph Section 8.2 shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy Agreement and the discharge of the Real PropertyBorrower’s other obligations hereunder.

Indemnity. Tenant The Borrower shall indemnify indemnify, and shall cause the other Loan Parties to indemnify, each of the Credit Parties and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless Landlord from and against from, any and all claims losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising from Tenant's (or Tenant's agents'out of, servants', employees' or contractors') use or occupancy of the Premisesin connection with, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity (a) the execution or operation on the Premises during the term delivery of this LeaseAgreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (b) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party, any contamination of a Property or of any other Collateral, or any Environmental Liability of the Borrower or any of its Subsidiaries, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnitee, or (ii) result from a claim brought by a Loan Party against any Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or any other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Tenant's obligations To the extent that the Borrower and the other Loan Parties for any reason fail to indefeasibly pay any amount required by this Section 10.05 to be paid to the Agent (or liabilities under this Paragraph shall survive any sub-agent thereof), the term(sIssuing Lender or any Related Party of any of the foregoing, (but without limiting the obligation of the Borrower or such other Loan Parties to do so) each Lender severally agrees to pay to the Agent (or any sub-agent), the Issuing Lender or such Related Party, as the case may be, such Lender’s applicable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of this Leasesuch unpaid amount, termination 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 Agent (or any such sub-agent) or the Issuing Lender in its capacity as such, or against any Related Party of this Lease or termination of Tenant's occupancy any of the Real Propertyforegoing acting for the Agent (or any such sub-agent) or the Issuing Lender in connection with such capacity.

Indemnity. Tenant In addition to the payment of expenses pursuant to subsection 10.1, whether or not the transactions contemplated hereby shall indemnify be consummated, Borrower agrees to indemnify, pay and hold Agent and each Lender and any holder of any Notes and the officers, directors, employees, agents, consultants, accountants, auditors, persons engaged by Agent or any Lender or holder of any Note to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (collectively called the "Indemnitees") harmless Landlord from and against any and all claims arising from Tenant's (or Tenant's agents'liabilities, servants'obligations, employees' or contractors') use or occupancy of the Premiseslosses, or from the conduct of Tenant's business or from any activitydamages, work or things donepenalties, permitted or suffered by Tenant (or Tenant's agentactions, servantsjudgments, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Leasesuits, or arising from any negligence of the Tenantclaims, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense disbursements of any such claim kind or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant nature whatsoever (upon notice from Landlord) shall defend including the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or disbursements of counsel for such Indemnitees in connection with contamination any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or adverse affects on the Premisesother Loan Documents, the environmentconsummation of the Recapitalization or the other transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any violation Lender, Agent's and each Lender's agreement to make the Loans hereunder, the use or intended use of the proceeds of any Environmental Law of the Loans or other statute, ordinance, rule, regulation, judgment or order the exercise of any governmental right or judicial entity, and remedy hereunder or under the other Loan Documents (the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from and against any damages, liabilities, costs, and penalties assessed the gross negligence or willful misconduct of that Indemnitee as determined by a result court of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertycompetent jurisdiction.

Indemnity. Tenant 39.1 Subject to the terms of this Charter, the Charterers agree at all times to indemnify the Owners and hold them harmless and keep the Owners indemnified and held harmless against: 39.1.1 Any costs, charges, or expenses which the Charterers have agreed to pay under this Charter and which shall be claimed or assessed against or paid by the Owners; 39.1.2 any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period; 39.1.3 All losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature (collectively the “Losses”) suffered or incurred by the Owners (save for any general corporate income tax assessed on the Owners) and arising, directly or indirectly during the tenor of this Charter or otherwise in relation to the Charter in any manner (except if caused by gross negligence or wilful misconduct of the Owners in breach of the terms hereof), out of the chartering, sub-chartering, navigation, (including crew’s conduct or omission), possession, custody, control, use, transportation, loading or discharging cargoes, operation, management, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, insurance, return or storage of or loss of or damage to the Vessel, lay-up or anchoring of the Vessel or otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to any and all claims in tort or in contract by any sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers; 39.1.4 All Losses suffered or incurred by the Owners during the tenure of this Charter or otherwise in relation to the Charter in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel therefrom unless the same has been caused by or resulted from any gross negligence or wilful misconduct of the Owners in breach of the terms hereof; 39.1.5 All Losses suffered or incurred by the Owners, and/or its respective officers or members of the management board as a consequence of or in relation to any violation by the Charterers or any sub-charterer of (i) any term of this Charter or (ii) any laws pursuant to which the Vessel and/or her trading or operations shall be subject from time to time; provided always that the Charterers shall be entitled to take, in the name of the Owners, such reasonable action as the Charterers see fit to defend or avoid any Losses or to recover the same from any third party but subject to the Charterers first ensuring that the Owners are indemnified and secured against all Losses thereby incurred or to be incurred. 39.2 All moneys payable by the Charterers under this Clause 39 must be paid within 10 Banking Days from demand. 39.3 The Charterers shall (i) assume and bear the entire risk of oil pollution liabilities and all other claims whatsoever including, without limitation, Environmental Claims and Environmental Liabilities, in connection with the Vessel and her cargo, (ii) defend, indemnify and hold harmless Landlord the Owners, and other indemnitees from and against any claims, demands, penalties, fines, liabilities, debts, obligations, responsibilities, settlements, damages, costs (including, without limitation, legal fees and all claims costs) or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising from Tenant's (out of or Tenant's agents'in any way relating to Materials of Environmental Concern in, servants'transported, employees' stored or contractors') use carried upon or occupancy forming a part of the Premises, or discharged from the conduct of Tenant's business Vessel or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenantcargoes, or any of Tenant's agentsEnvironmental Laws, contractors Environmental Approvals, Environmental Claims or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in Environmental Liabilities related to the defense of any such claim Vessel or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlordher cargoes. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of In this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.Charter,

Indemnity. Tenant 9.1 The provisions of this Clause are without prejudice to any other limitation of liability or indemnity given in favour of Vistra and / or the Employees in any Agreement. 9.2 The provisions of this Clause shall: (a) remain in full force and effect notwithstanding: (i) any Termination; (ii) termination of the engagement with the Client; or (iii) revocation or amendment of the Terms of Business; (b) continue as to any person who has ceased to be an Employee; and (c) shall inure to the benefit of heirs, executors and administrators of Employees. 9.3 Neither Vistra nor any Employee shall be liable to any Entity or Client for any loss or damage of whatsoever nature suffered by such Entity or Client out of or in connection with the Services, other than liabilities arising solely from the fraud, wilful misconduct or gross negligence of or on the part of Vistra, or any Employee. 9.4 The Client and each Entity undertake at all times to hold Vistra and the Employees harmless and to indemnify them to the greatest extent permitted by law in respect of each Entity to which Vistra provides Services, against all actions, suits, proceedings including costs of investigation and hold harmless Landlord proceedings, demands, costs, claims, damages, penalties, taxes, expenses and liabilities whatsoever which may arise from any actions, proceedings, accounts, claims or demands brought or made against Vistra and against any and all claims / or the Employees, other than liabilities arising from Tenant's (the fraud, wilful default or Tenant's agents'gross negligence of Vistra or the Employee. 9.5 In order to keep Vistra and each Employee indemnified against liability, servants', employees' or contractors') use or occupancy the Client hereby authorises Vistra to make withdrawals from the funds of the PremisesEntity as may be necessary to keep adequate reserve and make payment of such reserve for the settlement of any tax or other dues that may be due by the Entity. 9.6 The Client and the Entity hereby warrant and undertake that neither they nor any other company affiliated to them, nor any other third parties, whether individuals or otherwise having a direct or indirect interest in the Entity, shall hold Vistra or any Employee liable on the basis of, or from in connection with this Agreement, the conduct performance of Tenant's business any services by Vistra or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against other basis whatsoever. 9.7 Provided that any and all claims such liability arising from a fraudulent or grossly negligent act, or wilful misconduct on the part of Vistra shall remain at the charge of Vistra, as long as such acts or misconduct have been established by a final judgement of a competent court of Malta. 9.8 Neither Vistra nor any breach Employee shall be held liable for any failure or default delay in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or its obligations in connection with contamination circumstances beyond its reasonable control (including, without limitation, acts of God, civil or adverse affects on the Premisesmilitary disturbances, the environmentoutbreaks of war, acts of terrorism, natural disaster, act of government or any violation other authority, accidents, labour disputes or any power, telecommunications or computer failure). 9.9 Vistra shall, in the event of any Environmental Law seriously disruptive event occurring at the offices of Vistra, in Malta or other statuteelsewhere, ordinance, rule, regulation, judgment endeavour to restore the provision of Services as soon as practicable. 9.10 Nothing in this Clause shall limit or order of exclude any governmental liability which cannot lawfully be limited or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Propertyexcluded.

Indemnity. Tenant shall indemnify Each Pledgor jointly and severally agrees (i) to indemnify, reimburse and hold harmless Landlord the Pledgee in such capacity, each other Secured Creditor and their respective successors, assigns, employees, affiliates, agents and servants (hereinafter in this Section 11 referred to individually an “Indemnitee,” and, collectively the “Indemnitees”) from and against any and all claims arising from Tenant's liabilities, obligations, damages, injuries, penalties, claims, demands, actions, suits, judgments and losses of whatsoever kind or nature, and (or Tenant's agents', servants', employees' or contractors'ii) use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against to reimburse each Indemnitee for any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entitydisbursements, including reasonable legal attorneys’ fees and expenses, alleging in each case growing out of or resulting from this Agreement or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or exercise by any violation Indemnitee of any Environmental Law right or remedy granted to it hereunder or under any other statuteSecured Debt Agreement (but excluding any liabilities, ordinanceobligations, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, injuries, penalties, claims, demands, actions, suits, judgments, losses, expenses, costs or disbursements to the extent incurred by reason of gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)); provided that the indemnity described above shall not apply to any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, and penalties expenses or disbursements incurred by, imposed on or assessed as a result of, or arising out of, or in any way related to, or by reason of any activity litigation, proceeding or operation other action solely between or among the Lenders (excluding, however, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (all of which shall be covered by such indemnity) (x) incurred by, imposed on or assessed against the Premises during Administrative Agent, the term Pledgee or any of their respective officers, directors, employees, affiliates, representatives or agents acting in their capacity as agent, collateral agent or arranger or (y) incurred by, imposed on or assessed against any Secured Creditor or any of its officers, directors, employees, affiliates, representatives or agents as a result of, or arising out of, or in any way related to, or by reason of any such litigation, proceeding or action to which any Secured Creditor (or any of its respective officers, directors, employees, affiliates, representatives or agents) is a party in its capacity as such to the extent (and only to the extent) that such litigation, proceeding or other action relates to, or arises from, any action or omission by Silgan or any of its Subsidiaries). In no event shall the Pledgee be liable, except in the case of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this LeaseAgreement other than to account for monies actually received by it in accordance with the terms hereof. Tenant's If and to the extent that the obligations or liabilities of any Pledgor under this Paragraph Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Agreement, CanCo shall survive not be jointly and severally liable with the term(s) of other Pledgors for any indemnity obligations under this LeaseSection 11 to the extent such joint and several liability is prohibited by the applicable CanCo Restrictions then in effect, termination of this Lease or termination of Tenant's occupancy of the Real Propertyalthough CanCo shall remain obligated for indemnity obligations with respect to its own actions.

Indemnity. Tenant Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 23, the Borrower shall indemnify defend, indemnify, pay and hold harmless Landlord harmless, the Lender and its affiliates and their past, present and future respective directors, managers, shareholders, members, officers, employees, counsel, accountants, investors, financial advisors, agents, consultants and other advisors (each, an “Indemnitee”), from and against (i) any and all claims arising from Tenant's taxes (or Tenant's agents', servants', employees' or contractors') use or occupancy other than any tax on the overall net income of the PremisesLender) paid or incurred by the Lender relating to, or from the conduct of Tenant's business or from any activityarising out of, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims, costs, expenses and disbursements of any kind or adverse affects nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any person or entity, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Secured Note or the Premises, transactions contemplated hereby (including the environmentLender’s agreement to make a loan or the use or intended use of the proceeds thereof, or any violation enforcement of this Secured Note), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that the Borrower shall have no obligation to any Environmental Law Indemnitee hereunder with respect to the foregoing to the extent arising from the gross negligence or other statutewillful misconduct of that Indemnitee as determined by a final, ordinance, rule, regulation, judgment or non-appealable order of a court of competent jurisdiction. Notwithstanding any governmental or judicial entitycontrary provision in this Secured Note, and from and against any damages, liabilities, costs, and penalties assessed as a result the obligation of any activity or operation on the Premises during the term of Borrower with respect to each indemnity given by them in this Lease. Tenant's obligations or liabilities under this Paragraph Secured Note shall survive the term(s) Maturity Date, the payment in full of this Leasethe Obligations, or conversion to Common Stock, and the termination of this Lease or termination of Tenant's occupancy of the Real PropertySecured Note.

Indemnity. Tenant shall (a) The Borrower agrees to defend, protect, indemnify and hold harmless Landlord the Administrative Lender, each Lender, each of their respective Affiliates, and each of their respective (including such Affiliates') officers, directors, employees, agents, attorneys, shareholders and consultants (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth herein) of each of the foregoing (collectively, "Indemnitees") from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect or consequential and whether based on any federal, state, or local laws and regulations), under common law or at equitable cause, or on contract, tort or otherwise, arising from Tenant's (or Tenant's agents'connected with the past, servants', employees' present or contractors') use or occupancy future operations of the PremisesBorrower or its predecessors in interest, in any manner relating to or arising out of this Agreement, the Loan Papers, or from any act, event or transaction or alleged act, event or transaction relating or attendant thereto, the conduct making of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default participations in the performance Advances and the management of any obligation on Tenant's part to be performed under the terms of this LeaseAdvances, including in connection with, or arising from as a result, in whole or in part, of any negligence of Administrative Lender or any Lender (other than those matters raised exclusively by a participant against the TenantAdministrative Lender or any Lender and not the Borrower), or any the use or intended use of Tenant's agentsthe proceeds of the Advances hereunder, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination any investigation of any potential matter covered hereby, but excluding any claim or adverse affects on liability that arises as the Premisesresult of the gross negligence or willful misconduct of any Indemnitee, as finally judicially determined by a court of competent jurisdiction (collectively, the environment"Indemnified Matters"). (b) In addition, or any violation the Borrower shall periodically, upon request, reimburse each Indemnitee for its reasonable legal and other actual expenses (including the cost of any Environmental Law investigation and preparation) incurred in connection with any Indemnified Matter. If for any reason the foregoing indemnification is unavailable to any Indemnitee or other statuteinsufficient to hold any Indemnitee harmless with respect to Indemnified Matters, ordinance, rule, regulation, judgment then the Borrower shall contribute to the amount paid or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed payable by such Indemnitee as a result of any activity such loss, claim, damage or operation liability in such proportion as is appropriate to reflect not only the relative benefits received by the Borrower and the Borrower's stockholders on the Premises during one hand and such Indemnitee on the term other hand but also the relative fault of this Leasethe Borrower and such Indemnitee, as well as any other relevant equitable considerations. Tenant's The reimbursement, indemnity and contribution obligations or liabilities under this Paragraph Section shall be in addition to any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Indemnitee, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, the Administrative Lender, the Lenders and all other Indemnitees. This Section shall survive the term(s) of this Lease, any termination of this Lease or termination of Tenant's occupancy Agreement and payment of the Real PropertyObligations.

Indemnity. Section 28.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Law, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Subject to the provisions of Sections 11.2 and 11.3, Tenant shall defend, indemnify and hold save harmless Landlord from and against any and (a) all claims of whatever nature against Landlord arising from Tenant's any act, omission, negligence or willful misconduct of Tenant or any Tenant Party, (or Tenant's agents', servants', employees' or contractors'b) use or occupancy of the Premises, or from the conduct of Tenant's business or all claims against Landlord arising from any activityaccident, work injury or things done, permitted damage whatsoever caused to any person or suffered by Tenant (or Tenant's agent, servants, employees or contractors) to the property of any person and occurring during the Term in or about the Premises, (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or any Tenant Party, and shall further indemnify (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed. This indemnity and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) agreement shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord include indemnity from and against any and all liability, claims fines, suits, demands, costs and expenses of any kind or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, nature (including reasonable legal attorneys’ fees and expenses, alleging or resulting from or arising from disbursements) incurred in or in connection with contamination any such claim or proceeding brought thereon, and the defense thereof. Section 28.2 Subject to Sections 11.2 and 11.3, Landlord shall defend, indemnify and save harmless Tenant from and against (a) all claims of whatever nature against Tenant arising from any act, omission, negligence or adverse affects willful misconduct of Landlord, any Affiliate of Landlord, any of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, licensees, invitees, servants, agents or representatives (collectively, “Landlord Party”) and (b) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the Premisespart of Landlord to be fulfilled, the environmentkept, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, observed and performed. This indemnity and hold harmless agreement shall include indemnity from and against any damagesand all liability, fines, suits, demands, costs and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof. Section 28.3 Tenant agrees to defend, indemnify and hold harmless Landlord and any partner, shareholder, director, officer, principal, employee or agent, directly and indirectly, of Landlord, from and against all obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, costspenalties, damages (including consequential and penalties assessed as a result punitive damages), costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) of any activity kind or operation nature whatsoever that may at any time be incurred by, imposed on or asserted against Landlord or any such party directly or indirectly based on, or arising or resulting from (a) the actual or alleged presence of Hazardous Materials on the Premises during or in the term Building which is caused or permitted by Tenant, and (b) any Environmental Claim caused by Tenant’s operation or use of the Premises, Premises Equipment, Tenant’s Alterations or the Building. The provisions of this Article 28 shall survive the expiration or sooner termination of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real Property.

Indemnity. Tenant The Seller shall indemnify pay, and indemnify, defend and hold harmless Landlord the Buyer and any of its officers, directors, employees, agents, advisors and Affiliates (the “Indemnified Parties”) from and against the “Indemnified Liabilities”, which means any and all claims arising from Tenant's claims, liabilities, obligations, losses, damages, penalties, judgments, suits, disbursements and reasonable out-of-pocket costs, and expenses (including reasonable attorneys’ fees and disbursements) of any kind whatsoever that may be imposed upon, incurred by or Tenant's agents', servants', employees' or contractors') use or occupancy asserted against any of the Premises, Indemnified Parties in any way relating to or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance out of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, Repurchase Documents or any of Tenant's agentsthe transactions contemplated thereby or the use of proceeds or proposed use of proceeds thereof, contractors provided that to the extent, if any, that any Indemnified Liabilities are caused by any Indemnified Party’s gross negligence or employeeswillful misconduct, the indemnity payable to that Indemnified Party shall be equitably and from and against all costsproportionately reduced, attorneys' feesalthough to the full extent permitted under Applicable Law, expenses and liabilities incurred such indemnity shall not be reduced on account of such claims, liabilities, etc. to any extent (a) owed, in the defense of whole or in part, under any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason theory of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, strict liability, or damage (b) caused or contributed to persons or property, and any and all claims or actions brought by any personIndemnified Party’s sole or concurrent ordinary negligence that does not amount to gross negligence or willful misconduct, firmit being the Seller’s intention to hereby indemnify the Indemnified Parties against their own strict liability and their own sole or concurrent ordinary negligence. Without limiting the foregoing, governmental bodythe Buyer shall not be liable for executing, failing to execute, or other entityfor any mistake in the execution of, including reasonable legal fees and expenses, alleging such request or resulting from or arising from or instructions in connection with contamination of the certification, release or adverse affects on the Premises, the environment, or any violation shipment of any Environmental Law or other statuteLoan Papers, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on except in the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy case of the Real PropertyBuyer’s gross negligence or willful misconduct.

Indemnity. Tenant shall indemnify and Lessee agrees to indemnify, reimburse, hold harmless Landlord and defend each Indemnitee from and against any and all claims arising from Tenant's (claims, damages, losses, liabilities, demands, suits, judgments, causes of action, legal proceedings, whether civil or Tenant's agents'criminal, servants'penalties, employeesfines and other sanctions, and any attorneys' fees and other reasonable costs and expenses in connection herewith or contractors') use or occupancy therewith, including any of the Premisesforegoing arising or imposed with or without Lessor's fault, or from under the conduct doctrine of Tenant's business absolute or from any activity, work or things done, permitted or suffered by Tenant strict liability (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from of which are hereafter referred to as "Claims") which in any breach way may result from, pertain to or default arise in any manner out of, or are in any manner related to (a) the performance of any obligation on Tenant's part to be performed under the terms of Aircraft or this Lease, or the breach of any representation, warranty or covenant made by Lessee hereunder, or (b) the condition, ownership, manufacture, purchase, delivery, non-delivery, lease, acceptance, rejection, possession, return, disposition or use, or operation of the Aircraft either in the air or on the ground during the Term, or (c) any defect in the Aircraft (whether or not discovered or discoverable by Lessee or Lessor) arising from the material or any negligence articles used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul, or testing of the TenantAircraft, whether or not the Aircraft is in the possession of Lessee, and regardless of where the Aircraft may then be located during the Term, or (d) any transaction, approval, or document contemplated by this Lease or given or entered into in connection herewith; provided, however, that Lessee shall be subrogated to all rights and remedies which Lessor may have against the Manufacturer of Tenant's agentsthe Aircraft and its subcontractors or any other Person as to any such Claims, contractors or employeesbut only to the extent that Lessee satisfies its indemnification obligation to Lessor hereunder with respect to such Claims. Lessee hereby waives, and from and against all costsreleases each Indemnitee from, attorneys' fees, expenses and liabilities incurred any Claims (whether existing now or hereafter arising) for or on account of or arising or in the defense any way connected with injury to or death of any such claim personnel of Lessee or any action loss or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property of Lessee or injury the loss of use of any property which may result from or arise in any manner out of or in relation to persons inthe ownership, upon leasing, condition, use or about operation of the Premises arising Aircraft, either in the air or on the ground, or which may be caused by any defect in the Aircraft from the material or any article used therein or from the design or testing thereof, or use thereof, or from any cause (except Landlord's negligence)maintenance, service, repair, overhaul or testing of the Aircraft regardless of when such defect may be discovered, whether or not the Aircraft is at the time in the possession of Lessee, and Tenant hereby waives all claims with respect thereto against Landlordregardless of the location of the Aircraft at any such time. Tenant The indemnities contained in this Section 13 shall indemnify continue in full force and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, effect notwithstanding the expiration or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, liabilities, costs, and penalties assessed as a result of any activity or operation on the Premises during the term of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive the term(s) of this Lease, termination of this Lease or termination and are expressly made for the benefit of Tenant's occupancy of the Real Propertyand shall be enforceable by each Indemnitee.

Indemnity. Tenant shall indemnify The Borrower further agrees to defend, protect, indemnify, and hold harmless Landlord the Agent and each and all of the Lenders and each of their respective Affiliates, and each of such Agent's, Lender's or Affiliate's respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the "INDEMNITEES") from and against any and all claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not any of such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising from Tenant's out of: (i) this Agreement or Tenant's agents'any of the other Transaction Documents, servants'or any act, employees' event or contractors') transaction related or attendant thereto or to the making of the Advances hereunder, the management of such Advances, the use or occupancy intended use of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence proceeds of the TenantAdvances hereunder, or any of Tenant's agentsthe other transactions contemplated by the Transaction Documents; or (ii) any liabilities, contractors obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or employeeswanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and from expenses (including, without limitation, attorney, expert and against all costsconsulting fees and costs of investigation, attorneys' feesfeasibility or remedial action studies), expenses fines, penalties and liabilities incurred in the defense monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any such claim Environmental, Health or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason Safety Requirements of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or Law arising from or in connection with contamination the past, present or future operations of the Borrower, its Subsidiaries or adverse affects on the Premisesany of their respective predecessors in interest, or, the environmentpast, present or any violation future environmental, health or safety condition of any Environmental Law respective property of the Borrower or other statuteits Subsidiaries, ordinance, rule, regulation, judgment the presence of asbestos-containing materials at any respective property of the Borrower or order its Subsidiaries or the Release or threatened Release of any governmental Contaminant into the environment (collectively, the "INDEMNIFIED MATTERS"); provided, however, the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or judicial entityresulting from the willful misconduct or Gross Negligence of such Indemnitee with respect to the Transaction Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and from and against any damages, liabilities, costs, and penalties assessed as a result hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any activity law or operation on public policy, the Premises during Borrower shall contribute the term maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of this Lease. Tenant's obligations or liabilities under this Paragraph shall survive all Indemnified Matters incurred by the term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the Real PropertyIndemnitees.