Common use of Indemnity Clause in Contracts

Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.

Indemnity. The Whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby agrees to indemnify each indemnify, pay and hold the Lender, its Affiliates and their respective shareholders, officers, directors, employees and agents of the BankLender (collectively, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damagesliabilities, losses, liabilities damages, penalties, costs and expenses (including all whether or not any of the foregoing Persons is a party to any litigation), including, without limitation, attorneys’ fees and charges costs and costs of internal investigation, document production, attendance at a deposition, or external counsel other discovery, with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with respect to or arising out of this Agreement or relating to the matters referred to in this Note or in the other Loan Documents or the any use of any advance proceeds hereunder, whether or any exercise by the Lender of its rights and remedies under this Agreement or, any other Loan 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 Law (a) collectively, the “Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (bi) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Indemnified Party Persons or its employees or representatives or (yii) result from a claim brought by the Borrower against an Indemnified Party for any breach in bad faith of by such Indemnified Party’s obligations hereunder Party of any Loan Document. No Indemnified Party shall assert, and each Indemnified Party hereby waives, any claim based on any theory of liability, for special, indirect, consequential or under punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, if the Borrower has obtained a final transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and non-appealable judgment each Indemnified Party hereby waives, releases and covenants not to xxx 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 on such claim as determined by a court of competent jurisdictionfavor. The indemnity agreement contained in this Section This covenant shall survive the termination of this Note, Agreement and the payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimObligations.

Indemnity. 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 Borrower 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 each of indemnify, defend and hold harmless the BankFund, each legal entityManager and Manager’s members, if anyofficers, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers employees or associated persons (collectively, “its affiliates”) against any loss, liability, damage, cost, expenses (including attorneys’ fees and employees 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 “Indemnified PartiesIndemnitee”) 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 and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively actions brought in connection therewith on behalf of the BorrowerFund and/or Manager each of whom agree to cooperate in such defense and Collateral Subadvisor shall indemnify and hold harmless the Fund and Manager from and with respect to any amounts awarded to such other party. If any claim, dispute or litigation arises between the Fund and/or Manager and any party other than Collateral Subadvisor which claim, dispute or litigation is unrelated to Collateral Subadvisor’s duties under this Agreement, and if Collateral Subadvisor is made a party to such claim, 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 Fund and/or Manager, jointly and severally, shall indemnify and hold harmless Collateral Subadvisor and its affiliates from and 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 shall be indemnified by the indemnifying party for any legal or arising out of or relating to the matters referred to in this Note or in the any other Loan Documents or the use of any advance hereunder, whether (a) arising from or expenses reasonably incurred in connection with any breach investigating or defending such claim. f) None of a representationthe foregoing provisions for indemnification shall be applicable with respect to default judgments, warranty confessions of judgment or covenant settlements entered into by the BorrowerIndemnitee 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 expenses (bincluding reasonable attorneys’ and accountants’ fees) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that incurred by the Indemnitee in connection with such indemnity shall not, as to any Indemnified Party, be available settlement to the extent that such claimsloss, damagesliability, lossesdamage, liabilities cost or expenses expense (xincluding reasonable attorneys’ and accountants’ fees) are determined was caused by a court of competent jurisdiction by final and non-appealable judgment to have or resulted from the gross negligence or willful misconduct a material violation of such Indemnified Party or (y) result from a claim brought this Agreement by the Borrower against an Indemnified Party for breach in bad faith Indemnitor or violation of such Indemnified Party’s obligations hereunder or under the standard of conduct set forth herein. Notwithstanding the foregoing, the Indemnitor shall, at all times, have the right to offer to settle any other Loan Documentmatters, and if the Borrower has obtained Indemnitor successfully negotiates a final settlement and non-appealable judgment tenders payment therefor to the Indemnitee, the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its favor on such claim as determined by a court defense in which latter event the maximum liability of competent jurisdiction. the Indemnitor to the Indemnitee shall be the amount of said proposed settlement. g) The indemnity agreement contained in this Section foregoing provisions for indemnification shall survive the termination of this Note, payment 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 advance hereunder and liability accruing to the assignment extent, if any, caused by or based upon Collateral Subadvisor’s misrepresentations, omissions or breach of any rights hereunder. The Borrower may participate at its expense warranty in the defense of any such action or claimthis Agreement.

Indemnity. The Borrower agrees to Tenant shall indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless Landlord from and against any and all claimsclaims arising from Tenant's (or Tenant's agents', damagesservants', lossesemployees' or contractors') use or occupancy of the Premises, liabilities 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 expenses (including all fees shall further indemnify and charges of internal or external counsel with whom hold harmless Landlord from and against any Indemnified Party may consult and all expenses claims arising from any breach or default in the performance of litigation and preparation therefor) which any Indemnified Party may incur obligation on Tenant's part to be performed under the terms of this Lease, or which may be asserted against arising from any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf negligence of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the BorrowerTenant, or (b) arising out any of Tenant's agents, contractors or resulting employees, and from any suitand against all costs, actionattorneys' fees, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, expenses and liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense 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. The Borrower Vendor hereby agrees to indemnify each of the Bankrelease, each legal entityIndemnify, if anydefend and hold Buyer, who controlsits subsidiaries, is controlled by or is under common control with the Bankaffiliates and shareholders, and each all of their respective officers, directors, officers members, employees, agents, successors and employees assigns (collectively referred to as the “Indemnified Parties”), and to defend and hold each Indemnified Party "Buyer Indemnitees") harmless from and against any and all claimslosses, liabilities, damages, lossescosts, liabilities and expenses resulting or arising (including all fees and charges directly or indirectly) from (a) infringement or alleged infringement of internal any United States or external counsel with whom foreign patent or any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur other intellectual property right by the services provided hereunder or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)goods delivered hereunder which were designed or manufactured by Vendor; and (b) for deaths of or injuries to any persons whomsoever, and for loss of, damage to delay in connection with delivery or destruction of any property arising out of or relating to in any way connected with the matters referred to in this Note services performed or in the other Loan Documents or the use of any advance goods sold hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available except only to the extent that such claims, damages, losses, liabilities or expenses (x) are determined loss is caused solely by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any Buyer Indemnitee. Promptly on a Buyer Indemnitee's request Vendor will defend the Buyer Indemnitees against such Indemnified claims, actions, proceedings and litigation and further pay any and all such losses, liabilities, costs, and expenses arising from any such claim, demand, action, proceeding, litigation, or settlement relating thereto. In no event shall the Parties be liable to the other Party or (y) result from any third party for any indirect, incidental, or consequential, punitive, or any other damages of any kind including, but not limited to, business interruption, loss of customers, loss of data, loss of or damage to reputation or goodwill, loss or liability under or in relation to any other contract, lost revenues, profits, opportunity or anticipated savings and any indirect or consequential loss or damage, for any matter arising out or in connection with the performance or non-performance of the Agreement, whether such liability is asserted on the basis of contract, tort, products liability, negligence, statute or otherwise at law, even if a claim brought by Party has been advised of the Borrower against an Indemnified Party for breach in bad faith possibility of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimdamages.

Indemnity. The Borrower agrees To the fullest extent permitted by law, Vessel Owner shall indemnify, defend (with counsel satisfactory to indemnify each of the BankCity) and hold harmless City, each legal entityits City Council, if anyboards and commissions, who controlsofficers, is controlled by or is under common control with the Bankagents, and each of their respective directorsvolunteers, officers and employees (collectively, the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsclaims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, liabilities judgments, administrative orders of any nature, fines, penalties, liabilities, costs and expenses (including all fees including, without limitation, attorney’s fees, disbursements and charges court costs) of internal or external counsel with whom any Indemnified Party may consult every kind and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or nature (individually, a Claim; collectively, “Claims”), which may be asserted against arise from or in any Indemnified Party manner relate (directly or indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or omissions of Vessel Owner, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, invitees, licensees, anyone employed directly or indirectly by any personof them or for whose acts they may be liable or any or all of them) and the following: (i) Vessel Owner’s use, entity occupancy or governmental authority possession of the Slip and Marina facilities, (including ii) the entry by Vessel Owner, or any of its invitees on the Marina property, and (iii) Vessel Owner’s breach or failure to comply with any provision of this Agreement or the law, or both. Vessel Owner shall be obligated under this indemnity regardless of any active or passive negligence or strict liability of obligations under this paragraph are joint and several with any person or entity claiming derivatively on behalf of owing any duty to indemnify, defend and hold harmless the Borrower)Indemnified Parties, in connection with or arising out of or relating except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be construed to require Vessel Owner to indemnify the matters referred to in this Note or in the other Loan Documents or the use of Indemnified Parties from any advance hereunder, whether (a) Claim arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross sole negligence or willful misconduct of such the Indemnified Party Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or (y) result from a claim brought by to enforce the Borrower against an Indemnified Party for breach in bad faith terms of such Indemnified Party’s obligations hereunder or under this Agreement. This indemnity shall apply to all claims and liability regardless of whether any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictioninsurance policies are applicable. The indemnity agreement contained in this Section shall survive policy limits do not act as a limitation upon the termination amount of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimindemnification to be provided by Vessel Owner.

Indemnity. The Borrower Seller hereby agrees to indemnify each of the BankBuyer, each legal entityBuyer’s designee, if any, who controls, is controlled by or is under common control with the Bank, Buyer’s Affiliates and each of their respective its officers, directors, officers employees and employees agents (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased 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 all attorneys’ fees and charges disbursements) or disbursements (all of internal 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 external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by in any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or 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 the matters referred to in this Note be taken by any Indemnified Party under or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representationthe foregoing; provided, warranty or covenant by the Borrower, or (b) arising out of or that Seller shall not be liable for losses resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Buyer or any other Indemnified Party 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 (y) result arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, 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 a claim the gross negligence or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the Borrower against an Indemnified Party for account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in bad faith favor of such Indemnified Partyaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s obligations hereunder or under any other Loan Documentreasonable costs and out-of-pocket expenses incurred in connection with 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 Borrower has obtained underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this 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 final and non-appealable judgment in its favor on such claim as determined by a court recourse obligation of competent jurisdictionSeller. The indemnity agreement contained in this Section This Article 24 shall survive the termination of this Note, payment Agreement and the repurchase by Seller of any advance hereunder and or all of the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimPurchased Assets.

Indemnity. The Borrower agrees to indemnify each of To the Bankfullest extent permitted by law, each legal entityTenant covenants with Landlord that Landlord, Landlord’s property manager, and their respective officers, directors, shareholders, partners, agents, affiliates, related groups or entities, and employees shall not be liable for, and Tenant hereby protects, defends, indemnifies, and holds Landlord, Landlord’s property manager, if any, who controlsand their respective officers, is controlled by directors, shareholders, members, partners, agents, affiliates, related groups or is under common control with the Bankentities, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damagesexpenses, liabilities, losses, liabilities damages and expenses costs, including reasonable attorneys’ fees, and any actions or proceedings in connection therewith, incurred in connection with, arising from, due to, or as a result of (including all fees and charges a) the death of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively any accident, injury, loss or damage (i) howsoever caused, to any person or property as shall occur in or about the Premises on behalf or after the date that Tenant is given access to the Premises, or (ii) caused by the occupancy or use of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents Premises or the use willful act or omission of Tenant, any advance hereunderperson holding under Tenant, whether (a) arising from or incurred in connection with any breach of a representationTenant’s agents, warranty servants, or covenant by employees, wherever the Borrowersame may occur, or (b) arising out noncompliance with the Americans with Disabilities Act of or 1990 as it may be amended from time to time and the regulations issued thereunder relating to the design, construction, alteration, and renovation of the Premises and the arrangement of fixtures and furniture therein, except claims resulting from any suit, action, claim, proceeding the sole negligence or governmental investigation, pending sole willful act or threatened, whether based on statute, regulation omission of Landlord or orderone or more of the other indemnified parties, or tortthe agents, servants, or contract employees of Landlord or otherwisean indemnified party wherever the same may occur. This obligation to indemnify shall include reasonable attorneys’ fees (including charges of in-house counsel) and incidental costs, before any court investigation costs and all other reasonable costs, expenses, and liabilities incurred by Landlord, another indemnified party, or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted their counsel from the gross negligence date the first notice that any claim or willful misconduct of such Indemnified Party demand is to be made or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimbe made.

Indemnity. 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 each and 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 or sustained or incurred by the Bank (and whether paid by the Bank or not) or which the Bank may become liable under or in respect of the LCs; (b) action or proceedings made or brought against the Bank, each legal entityits correspondents or confirming banks or agents; (c) any liability or loss incurred or suffered by it, if anyits correspondents or confirming banks or agents by reason of it having established the LCs; (d) every payment made, who controlsobligation, is controlled liability, loss and damage, penalties, taxes, etc. whatsoever undertaken or incurred or suffered by the Bank (whether directly or is indirectly) under common control or in connection with the Bank, and each / or arising from all or any or some of their respective directors, officers and employees such LCs; and (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and e) against any and all claimsliability, loss, damages, losses, liabilities costs and expenses (including all fees and charges legal expenses) awarded against or incurred or paid by the Bank as a result of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating the Bank making payment to the matters referred to Suppliers, under the LCs, without deducting tax in this Note India whether or not such payment attracts withholding tax in the other Loan Documents India or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined requires due certification by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimqualified accountant.

Indemnity. The Borrower agrees Borrowers agree, jointly and severally, to defend, protect, indemnify and hold harmless the Lender and each and all of the Bankits officers, each legal entitydirectors, if anyemployees, who controlsattorneys, is controlled by or is under common control with the Bankaffiliates, and each of their respective directors, officers and employees agents (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal counsel for the Indemnified Parties in connection with any investigative, administrative or external counsel with whom any judicial proceeding, whether or not the Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur Parties shall be designated by a party thereto, or otherwise), which may be imposed on, incurred by, or asserted against any Indemnified Party by (whether direct, indirect or consequential, and whether based on any personfederal or state laws or other statutory regulations, entity including, without limitation, securities, environmental and commercial laws and regulations, under common law or governmental authority (including at equitable cause, or on contract or otherwise) in any person or entity claiming derivatively on behalf of the Borrower), in connection with manner relating to or arising out of this Agreement or relating to the matters referred to in this Note or in the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Loan Documents (including, without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan hereunder; provided, that the Borrowers shall not have any advance hereunder, whether (a) arising from or incurred in connection obligation to any Indemnified Party hereunder with any breach of a representation, warranty or covenant respect to matters caused by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding the willful misconduct or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder . To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under any other Loan Documentapplicable law, if to the Borrower has obtained a final payment and non-appealable judgment in its favor 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 such claim as determined demand, together with interest thereon at the Default Rate from the date incurred by a court of competent jurisdictionthe Indemnified Parties until paid by the Borrowers, be added to the Liabilities, and be secured by the Collateral and the Real Property. The indemnity agreement contained provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower agrees to indemnify each of the Bankshall indemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless Lender from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the reasonable fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than breakage costs, that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower or relating to the matters referred to in Leasehold Pledgor of its Obligations under, or any material misrepresentation by Borrower or Leasehold Pledgor contained in, this Note Agreement or in the other Loan Documents Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower or Leasehold Pledgor, or contained in any documentation approved by Borrower or Leasehold Pledgor, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Gross Revenue (including, subject to Section 2.8, due to any Increased Costs, Special Taxes (other than Excluded Taxes) or Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual 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 any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the use furnishing of any advance hereundermaterials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, whether (a) arising from finders or incurred similar persons claiming to be entitled to a commission in connection with any breach of a representation, warranty Lease or covenant by the Borrowerother transaction involving any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (bx) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising out under or as a consequence of any Lease; (xi) the claims of any Manager or resulting from any suitPerson acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, actionthe “Indemnified Liabilities”); provided, claimhowever, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before that Borrower shall not have any court or governmental authority; provided that such indemnity shall not, as obligation to any Indemnified Party, be available Lender hereunder to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise from the active gross negligence negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party or Liabilities incurred by Lender; provided, further, that Borrower shall not have any obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (ya) result from the Loan is included in a claim brought Securitization Vehicle, (b) the Indemnified Liability is caused by the Securitization Vehicle failing to have, or maintain its, REMIC or Grantor Trust status, as applicable, and (c) the reason for such failure is other than a breach by Borrower against an Indemnified Party for breach in bad faith or Leasehold Pledgor of such Indemnified Party’s obligations hereunder its Obligations under, or under any material misrepresentation by Borrower or Leasehold Pledgor contained in, this Agreement or the other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimDocuments.

Indemnity. The Borrower In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to indemnify each of the Bankdefend, each legal entityindemnify, if any, who controls, is controlled by or is under common control with the Bankpay and hold harmless Agents and Lenders, and each of their respective the officers, directors, officers trustees, partners, employees, agents, attorneys and employees affiliates of any of Agents and Lenders (collectively called the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless "Indemnitees") from and against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal counsel for such Indemnitees in connection with any investigative, administrative or external counsel with whom judicial proceeding commenced or threatened by any Indemnified Party may consult Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and all expenses of litigation whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and preparation therefor) which any Indemnified Party may incur commercial laws, statutes, rules or which 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 Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)such Indemnitee, in connection with any manner relating to or arising out of this Agreement or relating to the matters referred to in this Note or in the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any advance hereunderof 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, whether (a) arising from or incurred in connection with and only to the extent, of any breach of a representationparticular liability, warranty or covenant by the Borrowerobligation, or (b) arising out of or resulting from any suitloss, actiondamage, penalty, claim, proceeding cost, expense or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided disbursement that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted arose from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim that Indemnitee as determined by a final judgment of a court of competent jurisdiction. The indemnity agreement contained To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in this Section shall survive the termination of this Note, payment preceding sentence may be unenforceable because it is violative of any advance hereunder law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the assignment payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimthem.

Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bankto, and each of their respective directorsagrees to cause the Loan Parties to, officers and employees (the “Indemnified Parties”)indemnify, and to defend and hold each Indemnified Party harmless the Lender from and against any and all liabilities, claims, damages, lossespenalties, liabilities and expenses (including expenditures, losses or charges, including, but not limited to, all fees and charges costs of internal investigation, monitoring, legal representation, remedial response, removal, restoration or external counsel with whom permit acquisition of any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or kind whatsoever, which may now or in the future be asserted against undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Lender (or any Indemnified Party by other Person affiliated with the Lender or representing or acting for the Lender or at the Lender’s behest, or with a claim on the Lender or to whom the Lender has liability or responsibility of any personsort related to this Section 9.3) relating to, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with resulting from or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any advance hereunderHazardous Substance or as a landfill or other waste disposal site, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out the presence of any Hazardous Substance or resulting 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 legally required investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any suitHazardous Substance on, actionat or from the Improvements, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as (d) human exposure to any Indemnified PartyHazardous Substance, be available noises, vibrations or nuisances of whatever kind to the extent that such claimsthe same arise from the condition of the Improvements or the ownership, damagesuse, lossesoperation, liabilities sale, transfer or expenses conveyance thereof, (xe) are determined by a court violation of competent jurisdiction by final and any applicable Environmental Law, (f) non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party compliance with any Environmental Permit or (yg) result from a claim brought 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 liabilities incurred by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder Lender or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained Person described in this Section 9.3 shall survive be deemed to include, without limitation, any sums which the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at Lender deems necessary or desirable to expend to protect its expense in the defense of any such action or claimLiens.

Indemnity. The Borrower agrees to shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the Bankdirectors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each legal entityother Person, if any, who controlsControls Lender, is controlled by its Affiliates or is under common control with any of the Bankforegoing (each, and each of their respective directors, officers and employees (the an “Indemnified PartiesParty”), and to defend and hold each Indemnified Party harmless from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the reasonable fees and charges disbursements of internal or external counsel with whom any for an Indemnified Party may consult 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 expenses of appellate levels, investigation and laboratory fees, consultant fees and litigation and preparation therefor) which any Indemnified Party may incur or which expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party by (collectively, the “Indemnified Liabilities”) in any personmanner, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with relating to or arising out of or relating to by reason of the matters referred to in this Note Loan, including: (i) any breach by Borrower of its obligations under, or in the other any misrepresentation by Borrower contained in, any Loan Documents or Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any advance hereunder, whether (a) arising from information provided by or incurred in connection with any breach on behalf of a representation, warranty or covenant by the Borrower, or contained in any documentation approved by Borrower; (biv) ownership of the Security Documents, the Collateral 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 resulting from related to such Hazardous Substance; (x) any suit, action, claim, proceeding or governmental investigation, pending lawsuit brought or threatened, whether based on statute, regulation or ordersettlement reached, or tortgovernment 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 contract any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or otherwiseany Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, before however, that Borrower shall not have any court or governmental authority; provided that such indemnity shall not, as obligation to any Indemnified Party, be available Party hereunder to the extent that it is finally judicially determined that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise from the gross negligence negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (y) result from a claim brought by the and provided, further, that Borrower against an shall not have any obligation to any Indemnified Party for breach in bad faith of to the extent that it is finally judicially determined that such Indemnified Party’s obligations hereunder Liability arises solely from the failure of Lender or under any third party or other Loan Documentrespective agents to comply with any applicable federal, if state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the Borrower has obtained a final application of this paragraph shall be payable on demand and non-appealable judgment in its favor on such claim as determined shall bear interest at the Default Rate from the date loss or damage is sustained by a court of competent jurisdictionany Indemnified Party until paid. The indemnity agreement contained in obligations and liabilities of Borrower under this Section 5.30 shall survive the termination of this Note, payment Term and the exercise by Lender of any advance hereunder and of its rights or remedies under the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimLoan Documents.

Indemnity. The Borrower To the extent permitted by law, Reviewing IRB Institution agrees to to, at its own expense, defend, indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of hold harmless Relying Institution and its affiliates and its and their respective directors, officers officers, employees and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless agents from and against any and all third party claims, damagesdemands, suits, actions or proceedings (“Claims”) arising from or relating to or alleged to arise from or relate to: (i) a failure of Reviewing IRB Institution to conduct its review and oversight of the Study in compliance with all applicable federal, state and local laws, rules and regulations, including, but not limited to the requirements of 45 CFR Part 46 and 21 CFR Part 56 as applicable; (ii) a failure of Reviewing IRB Institution to maintain an OHRP-approved FWA; (iii) breach of or non-compliance with this Agreement or the SMART Agreement by Reviewing IRB Institution; (iv) violation of, or non-compliance with, any applicable federal, state or local law, rule, statute, ordinance or regulation by Reviewing IRB Institution; (v) allegations of intellectual property infringement; and (vi) any negligent act or omission of Reviewing IRB Institution in performance of its obligations hereunder or under the SMART Agreement. To the extent permitted by law, Relying Institution agrees to, at its own expense, defend, indemnify and hold harmless Reviewing IRB Institution and its members from and against any and all Claims arising from or relating to or alleged to arise from or relate to: (i) breach of or non-compliance with this Agreement or the SMART Agreement by Relying Institution; (ii) violation of, or non-compliance with, any applicable federal, state or local law, rule, statute, ordinance or regulation by Relying Institution; and (iii) any negligent act or omission of Relying Institution in performance of its obligations hereunder or under the SMART Agreement. The party providing indemnification (the “Indemnifying Party”) shall pay all liabilities, obligations, losses, liabilities fees, penalties, fines and any other expenses arising from the Claim as they are incurred by the party being indemnified (the “Indemnified Party”), including all without limitation attorneys’ fees or costs and charges of internal attorneys’ fees or external counsel costs incurred in enforcing any obligations under this Section. In connection with whom any Claim for which an Indemnified Party may consult and all expenses of litigation and preparation thereforis seeking indemnification, the Indemnified Party: (i) which any Indemnified shall give the Indemnifying Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf prompt written notice of the Borrower)Claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure; (ii) shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s sole cost and expense, in connection with or arising out the defense and settlement of or relating the Claim; and (iii) shall permit the Indemnifying Party to control the matters referred to in this Note or in defense and settlement of the other Loan Documents or Claim; provided, however, that the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by Indemnifying Party may not settle the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to Claim without the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder prior written consent, which shall not be unreasonably withheld or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimdelayed.

Indemnity. (a) The Borrower agrees Lessee shall at all times indemnify, defend, protect and hold the Agency, and any director, member, officer, employee, servant, agent (excluding for this purpose the Lessee, which is not obligated hereby to indemnify each of its own employees, Affiliates or affiliated individuals) thereof and persons under the Bank, each legal entity, if any, who controls, is controlled by Agency’s control or is under common control with the Banksupervision, and each of their respective directorsthe PILOT Depository (collectively, officers and employees (the “Indemnified Parties” and each an “Indemnified Party”)) harmless of, and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses claims (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), whether in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise), before taxes (of any kind and by whomsoever imposed), demands, penalties, fines, liabilities, lawsuits, actions, proceedings, settlements, costs and expenses, including attorney and consultant fees, investigation and laboratory fees, court or governmental authority; provided that such indemnity shall notcosts, as and litigation expenses (collectively, “Claims”) of any kind for losses, damage, injury and liability (collectively, “Liability”) of every kind and nature and however caused (except, with respect to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Liability arising from the gross negligence or willful misconduct of such Indemnified Party Party), arising during the period commencing on the Application Date, and continuing throughout the Term, arising upon, about, or in any way connected with the Facility, the Project, or any of the transactions with respect thereto, including: (yi) result from a claim brought the financing of the costs of the Facility or the Project, (ii) the planning, design, acquisition, site preparation, Project Work, construction, renovation, equipping, installation or completion of the Project or any part thereof or the effecting of any work done in or about the Facility, or any defects (whether latent or patent) in the Facility, (iii) the maintenance, repair, replacement, restoration, rebuilding, construction, renovation, upkeep, use, occupancy, ownership, leasing, subletting or operation of the Facility or any portion thereof, (iv) the execution and delivery by the Borrower against an Indemnified Party, the Lessee, the Sublessee or any other Person of, or performance by an Indemnified Party, the Lessee or any other Person, as the case may be, of, any of their respective obligations under, this Agreement or any other Project Document, or other document or instrument delivered in connection herewith or therewith or the enforcement of any of the terms or provisions hereof or thereof or the transactions contemplated hereby or thereby, (v) any damage or injury to the person or property of any Person in or on the premises of the Facility, (vi) any imposition arising from, burden imposed by, violation of, or failure to comply with any Legal Requirement, including failure to comply with the requirements of the City’s zoning resolution and related regulations, or (vii) the presence, disposal, release, or threatened release of any Hazardous Materials that are on, from, or affecting the Facility; any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, and/or any violation of Legal Requirements, including demands of government authorities, or any policies or requirements of the Agency, which are based upon or in any way related to such Hazardous Materials. (b) The Lessee releases each Indemnified Party for breach from, and agrees that no Indemnified Party shall be liable to the Lessee or its Affiliates for, any Claim or Liability arising from or incurred as a result of action taken or not taken by such Indemnified Party with respect to any of the matters set forth in bad faith Section 8.2(a) including any Claim or Liability arising from or incurred as a result of the negligence or gross negligence of such Indemnified Party’s obligations hereunder , or under at the direction of the Lessee, the Sublessee or any other Loan Document, if Guarantor with respect to any of such matters above referred to. (c) An Indemnified Party shall promptly notify the Borrower has obtained a final and non-appealable judgment Lessee in its favor on writing of any claim or action brought against such Indemnified Party in which indemnity may be sought against the Lessee pursuant to this Section 8.2; such notice shall be given in sufficient time to allow the Lessee to defend or participate in such claim as determined by or action, but the failure to give such notice in sufficient time shall not constitute a court defense hereunder nor in any way impair the obligations of competent jurisdiction. The indemnity agreement the Lessee under this Section 8.2. (d) Anything to the contrary in this Agreement notwithstanding, the covenants of the Lessee contained in this Section 8.2 shall survive be in addition to any and all other obligations and liabilities that the Lessee may have to any Indemnified Party in any other agreement or at common law, and shall remain in full force and effect after the termination of this Note, payment Agreement until the later of any advance hereunder and (i) the assignment expiration of any rights hereunder. The Borrower may participate at its expense the period stated in the defense applicable statute of any limitations during which a claim or cause of action may be brought and (ii) payment in full or the satisfaction of such claim or cause of action or claimand of all expenses and charges incurred by the Indemnified Party relating to the enforcement of the provisions herein specified.

Indemnity. The Borrower (a) Hertz agrees to indemnify each of the Bankindemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bankhold harmless, and each of their defend the QI, its respective agents, officers, directors, officers employees, members and employees affiliates (the each a “Indemnified PartiesQI Indemnitee”), and to defend and hold each Indemnified Party harmless ) from and against any and all claims, damages, losses, liabilities liabilities, costs and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred suffered in connection with any breach of a representation, warranty claims or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available actions to the extent that 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 claims, damages, losses, liabilities liabilities, costs or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or (y) result orders made or purported to be made in accordance with, or from a claim brought by actions taken in good faith and in reliance upon the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination provisions of this NoteAgreement. This indemnity shall include any and all claims arising from or in connection with the presence, payment release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any 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 advance hereunder property, including the rental and the assignment use of any rights hereunder. The Borrower may participate equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this 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 defend the claim at its expense in 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 any such action third party claims or claimactions. The QI Indemnitee agrees to consult and cooperate to the extent reasonably deemed necessary by Hertz in such defense.

Indemnity. The Borrower agrees to (a) Company shall defend, indemnify each of the Bankand hold harmless Producer and its parents, each legal entitysubsidiaries, if anylicensees, who controlssuccessors, is controlled by or is under common control with the Bankrelated and affiliated entities, and each of their respective officers, directors, officers employees, agents, representatives and employees assigns (the collectively, “Indemnified PartiesProducer Indemnitees”), and to defend and hold each Indemnified Party harmless from and against any and all liabilities, costs, claims, judgments, settlements, damages, lossesexpenses or losses of any kind or nature whatsoever, liabilities including penalties, interest, court costs and expenses (including all reasonable attorney’s fees and charges of internal or external counsel with whom any Indemnified Party may consult accounting costs and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or disbursements (collectively, “Expenses”), which may be asserted made, asserted, maintained, sustained, incurred or suffered by or secured against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrowerimposed upon Producer Indemnitee(s), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from out of, resulting from, based upon or incurred in connection with any breach because of a representation, warranty third party warranties or covenant by the Borrower, representations under this Agreement or (b) to the extent arising out of material provided by Company, or Company’s tortious conduct including without limitation negligence and alleged negligence, reckless or alleged reckless conduct, and/or willful or alleged willful conduct, whether during or after the expiration of the Term of the Agreement. Producer shall have the sole right to control the legal defense of any such claims, losses, liabilities, demands, litigations and/or causes of action, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation, at the sole expense of Company and/or its insurers. (b) Except to the extent such Expenses are subject to or covered by Company’s indemnification obligations under this Agreement, Producer shall defend (with counsel of its choice), indemnify and hold harmless Company and its parents, subsidiaries, licensees, successors, affiliates, and their officers, directors, employees, agents, representatives or assigns (collectively, the “Company Indemnitees”), from and against any and all Expenses, which may be made, asserted, maintained, sustained, incurred or suffered by or secured against or imposed upon by Company Indemnitee(s) to the extent arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order(a) material submitted by Producer to Company for use in connection with the services rendered hereunder, or tort(b) the development, production, distribution and/or exploitation of the Series; whether during or after expiration of the Term of this Agreement by reason of the material breach of any of the warranties, covenants, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court representations of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement Producer contained in this Section shall survive Agreement and in connection with any so-called residuals and/or reuse fees, which may be payable, and in connection with the termination design, development, production, distribution, advertising and exploitation of this Note, payment of any advance hereunder the Work and the assignment of Series (and/or any rights hereundertherein and/or productions based thereon). The Borrower may participate at its expense in In the defense event of any such action Expense, Company shall promptly notify Producer of any notice of a claim or claimproceeding for which indemnification is or may be sought under this Agreement. If Producer undertakes to defend any Company Indemnitee(s), (i) the applicable Company Indemnitee(s) shall cooperate fully with Producer and comply with Producer’s instructions in connection with the defense thereof, at no cost or expense to Producer, (ii) Company may employ counsel, at its own expense, with respect to any such claim or proceeding, and (iii) no Company Indemnitee may compromise or settle any such claim or proceeding without Producer’s prior written consent. Company hereby grants to Producer full and complete authority to enter into such matter and/or dispute, including the authority to deal directly in connection with the settlement or disposal of any such claim and to resolve and settle same. Company agrees to comply with Producer’s reasonable instructions regarding such matters.

Indemnity. The Borrower In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to indemnify each of the Bankdefend, each legal entityindemnify, if any, who controls, is controlled by or is under common control with the Bankpay and hold harmless Agents and Lenders, and each of their respective the officers, directors, officers trustees, partners, employees, agents, attorneys and employees affiliates of any of Agents and Lenders (collectively called the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless "INDEMNITEES") from and against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal counsel for such Indemnitees in connection with any investigative, administrative or external counsel with whom judicial proceeding commenced or threatened by any Indemnified Party may consult Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and all expenses of litigation whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and preparation therefor) which any Indemnified Party may incur commercial laws, statutes, rules or which 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 Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)such Indemnitee, in connection with any manner relating to or arising out of this Agreement or relating to the matters referred to in this Note or in the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any advance hereunderof 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, whether (a) arising from or incurred in connection with and only to the extent, of any breach of a representationparticular liability, warranty or covenant by the Borrowerobligation, or (b) arising out of or resulting from any suitloss, actiondamage, penalty, claim, proceeding cost, expense or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided disbursement that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted arose from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim that Indemnitee as determined by a final judgment of a court of competent jurisdiction. The indemnity agreement contained To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in this Section shall survive the termination of this Note, payment preceding sentence may be unenforceable because it is violative of any advance hereunder law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the assignment payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimthem.

Indemnity. The Borrower agrees to indemnify each of (a) To the Bankfullest extent allowed by law, each legal entityTenant shall at all times indemnify, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party 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 any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be 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 accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant'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, indemnify and hold Tenant harmless from and against any and all loss, claims, damages, losses, liabilities and expenses liability or costs (including all fees court costs and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation thereforattorneys' fees) which any Indemnified Party may incur or which may be asserted against any Indemnified Party incurred by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether reason of: (a) arising from any damage to any property or incurred in connection with any breach of a representation, warranty or covenant by the Borrowerinjury (including but not limited to death) to any person occurring in, or (b) arising out of on or resulting from any suit, action, claim, proceeding about the Demised Premises or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available the Building to the extent that such claims, damages, losses, liabilities injury or expenses (x) are determined damage shall be proximately caused by a court the Landlord's affirmative acts of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of Landlord or its agents, servants or employees; provided, however, that such Indemnified Party indemnification shall be limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or damage, after deductibles, or insurance proceeds that would have been received in the event Landlord had not elected to self-insure, and (yii) result from a claim brought by the Borrower against an Indemnified Party deductible amounts for breach in bad faith of such Indemnified Party’s obligations hereunder or claims under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictioninsurance policies. The indemnity agreement contained in provisions of this Section Article shall survive the termination of this NoteLease with respect to any claims or liability occurring prior to such termination. (c) Notwithstanding the foregoing indemnification obligations, payment of any advance hereunder Landlord and Tenant both hereby release the other and the assignment of other's officers, directors, partners, employees and agents from any rights hereunder. The Borrower may participate at its expense in claim which the defense indemnified party might have to the extent that the cost of any such action or claimclaim is reimbursed by insurance proceeds recovered by the releasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all such claims.

Indemnity. The Borrower agrees to (a) Licensee will defend, indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of hold harmless Licensor and its Affiliates (and their respective directorsemployees, officers officers, directors and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless representatives) from and against any and all claims, damagescosts, losses, liabilities damages, judgments and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (breasonable attorneys' fees) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending lawsuit (a "Claim" or threatened, whether based on statute, regulation "Claims") asserted by any Person other than Licensor or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available an Affiliate of Licensor to the extent that such claimsit is based upon: (i) any actual or alleged breach of representations, damageswarranties or obligations of Licensee set forth in this Agreement; (ii) any actual or alleged infringement or misappropriation of Intellectual Property Rights of any Person other than Licensor, lossesincluding, liabilities without limitation, Claims of misrepresentation, false advertising or expenses unfair competition or violation of rights of privacy; (xiii) are determined subject to the last sentence of this Section 13.2(a), any Claims of product liability, property damage, personal injury or death relating to any Sporting Goods or Services sold by a court Licensee hereunder, except with respect to products manufactured by or on behalf of competent jurisdiction Licensor; (iv) Claims of violation of any applicable law, treaty, rule or regulation relating to the Sporting Goods or Services offered by final Licensee, the XXX.xxx site, or the Web Sites of any Advertising and non-appealable judgment Marketing Partner of Licensee, including, without limitation, any failure to have resulted file, report or pay any applicable tax; and (v) Claims based upon the offer, advertising, marketing, distribution or sale of Sporting Goods or Services by Licensee or any Advertising or Marketing Partner of Licensee, except for product liability Claims. Notwithstanding the foregoing, aside from negligent implementation of its own related activities, Licensee shall not bear any indemnification duty hereunder with respect to (i) any advertising or promotional program or project initiated by Licensor and directed at the gross negligence or willful misconduct of such Indemnified Party TSA Stores, or (yii) result TSA Content provided by Licensor. Subject to Section 13.3, Licensee will pay any award against Licensor and its Affiliates (and their respective employees, officers, directors or representatives) and any costs and attorneys' fees reasonably incurred by them resulting from a claim brought any such Claim. Notwithstanding the foregoing, to the extent Licensee defends, indemnifies and holds harmless Licensor with respect to product liability Claims as provided herein, Licensor hereby transfers and assigns to Licensee all claims and rights Licensor may have against any Person related to any such product liability Claims. (b) Licensor will defend, indemnify and hold harmless Licensee and its Affiliates (and their respective employees, officers, directors and representatives) from and against any and all Claims asserted by any Person other than Licensee or an Affiliate of Licensee to the Borrower against an Indemnified Party for extent that it is based upon: (i) any actual or alleged breach in bad faith of such Indemnified Party’s representations, warranties or obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained Licensor set forth in this Agreement; (ii) any actual or alleged infringement or misappropriation concerning the Licensed Property in the United States, Japan or Canada and other countries within the Territory in which (a) the Licensee has a duty pursuant to Section shall survive the termination 2.1(c)(ii) of this NoteAgreement, payment of or (b) the Licensor has requested Licensee to provide services and in which Licensee has agreed to do so, provided, however, that Licensor shall not bear any advance hereunder and duty, obligation or liability pursuant to this Section 13.2(b) to the assignment extent that Licensee uses the Licensed Property beyond the scope of any rights granted to Licensee under this Agreement or otherwise agreed to by Licensor, and such extended use is the primary cause of such actual or alleged infringement or misappropriation; (iii) Claims based upon Licensor's advertising and promotional activities as performed hereunder or otherwise in connection with the TSA Stores, and (iv) Claims of violation of any applicable law, treaty, rule or regulation relating to the TSA Stores or the products and services offered by Licensor,. Notwithstanding the foregoing, Licensor shall not bear any indemnification duty with respect to Licensee's negligent implementation of its activities hereunder. The Borrower may participate at Subject to Section 13.3, Licensor will pay any award against Licensee and its expense in the defense of Affiliates (and their respective employees, officers, directors or representatives) and any costs and attorneys' fees reasonably incurred by them resulting from any such action or claimClaims.

Indemnity. The Borrower 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 the Company and its respective officers, directors, managing and non-managing members, employees and agents and affiliates, and each of the Bank, each legal entityother person, if any, who controls, is controlled by or is under common control with controls the Bank, and each Company within the meaning of their respective directors, officers and employees Section 15 of the Securities Act (the “Indemnified PartiesIndemnitee”), and to defend and hold each Indemnified Party harmless from and against any and all losses, claims, demands, damages, lossesjudgments, liabilities and expenses (including all fees costs and charges of internal or external counsel with whom including, but not limited to, any Indemnified Party may consult and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses of litigation and preparation therefor) which any Indemnified Party may incur reasonably incurred in investigating, preparing or which may be asserted defending against any Indemnified Party false representation or warranty, or breach, or failure by the Subscriber to comply with any person, entity covenant or governmental authority (including agreement made by the Subscriber herein or in any person or entity claiming derivatively on behalf other document furnished by the Subscriber to any of the Borrower), Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or arising investigating any such claims 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 relating to are based upon any untrue statement of a fact made by the matters referred to Subscriber and contained in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the BorrowerAgreement, or (b) arising arise out of or resulting from are based upon any suitbreach by Subscriber of any representation, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or orderwarranty, or tortagreement made by Subscriber contained herein or in the Investor Questionnaire, or contract (c) arise out of the sale/transfer of Units, of the Securities Act, or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Documentapplicable state, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Notefederal, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimforeign securities law.

Indemnity. The Borrower agrees to (a) Each Credit Party shall jointly and severally indemnify and hold harmless each of the BankCo-Agent, each legal entityLender, if any, who controls, is controlled by or is under common control with the Bankand their respective Affiliates, and each of their such Person's respective officers, directors, officers employees, attorneys, agents and employees representatives (the “each, an "Indemnified Parties”Person"), and to defend and hold each Indemnified Party harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including all reasonable attorneys' fees and charges disbursements and other costs of internal investigation or external counsel with whom defense, including those incurred upon any Indemnified Party may consult and all expenses of litigation and preparation thereforappeal) which any Indemnified Party may incur or which that may be instituted or asserted against any Indemnified Party or incurred by any personsuch Indemnified Person as the result of credit having been extended, entity suspended or governmental authority (including any person or entity claiming derivatively on behalf terminated under this Agreement and the other Loan Documents and the administration of the Borrower)such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or relating failures to the matters referred to act in this Note or in the other Loan Documents or the use connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of any advance hereunder, whether (a) arising from or incurred in connection with disputes between or among any breach parties to any of a representationthe Loan Documents (collectively, warranty "Indemnified Liabilities"); provided, that: (i) the liability of WD UK or covenant by WS IS, as the Borrowercase may be, or under this Section 1.13 shall be limited to the net book value of such Credit Party's assets; and (bii) arising out of or resulting from no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, proceeding damage, loss, liability or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that expense results solely from (A) such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Person's gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Documentmisconduct, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as finally determined by a court of competent jurisdiction, or (B) disputes among Co-Agents and Lenders that are not caused by any action or inaction of any Credit Party or any Subsidiary of any Credit Party. The indemnity agreement contained NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if: (i) any LIBOR Loans are repaid in this Section shall survive whole or in part prior to the termination last day of any applicable LIBOR Period (whether such repayment is made pursuant to any provision of this NoteAgreement or any other Loan Document or occurs as a result of acceleration, payment by operation of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action law or claim.otherwise);

Indemnity. The Borrower agrees to indemnify each of the Bank(a) Indirect Parent, each legal entitySecond Intermediary Parent, if anyFirst Intermediary Parent and Parent shall indemnify, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless 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 claimsTaxes 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, damagesin the case of a taxable period that includes, lossesbut does not end on the Closing Date, liabilities and expenses the portion of such taxable period that ends on the Closing Date, (including all fees and charges of internal or external counsel with whom ii) any Indemnified Party may consult and all expenses Taxes of litigation and preparation therefor) which Parent, Indirect Parent or any Indemnified Party may incur subsidiaries or which may be asserted against any Indemnified Party by any personAffiliates thereof other than the Company, entity or governmental authority (including any person or entity claiming derivatively on behalf whensoever arising, regardless of the Borrower)period to which such Taxes relate, in connection with 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 matters referred Company attributable to in this Note or 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 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 Taxes 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 Loan Documents 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 the use Indirect Parent attributable to a breach of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, of Purchaser or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement Merger Sub contained in this Section shall survive the termination of this Note, 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 advance hereunder 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 assignment possession of Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent (or their auditors, advisors or Affiliates) and signatures and consents necessary for Purchaser to properly prepare and file the Returns described in the second preceding sentence or in connection with the determination of any rights hereunderTax liability or any audit, examination or proceeding. The Borrower may participate at Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its expense 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 defense second preceding sentence or in connection with the determination of any such action Tax liability or claimany audit, examination or proceeding. Each party hereto shall reasonably cooperate with the other (at their own expense) party to obtain other information or documents necessary or appropriate to prepare and file Returns or elections or necessary or appropriate in connection with the determination of any Tax liability or any audit, examination or proceeding.

Indemnity. The Borrower agrees to a. Buyer shall, at Buyer’s sole cost and expense defend, indemnify each of the Bankand hold Seller and its parent, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, subsidiary and each of affiliated companies and their respective officers, directors, officers employees and employees agents (the “Seller Indemnified Parties”), and to defend and hold each Indemnified Party ) harmless from and against any all third party claims, demands, suits, actions, proceedings and litigation, all claimsdirect losses, costs, damages, lossesobligations, liabilities judgments, expenses and fees, including without limitation, reasonable attorneys’ fees and expenses (including all fees and charges of internal collectively “Losses”), suffered or external counsel with whom any incurred by a Seller Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with 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 applicable law or regulation regarding false and/or misleading advertising, fraud, unfair trade practices and/or anti-competitive practices, in relation to the operation of the Retail Station Business; (iv) the violation by Buyer or its licensees of any applicable law, regulation or industry 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 a representationSeller’s express covenants, warranty or covenant by the Borrowerrepresentations and warranties hereunder (collectively, or “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 (b“Buyer Indemnified Parties”) harmless from and against all Losses arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authorityin connection with Seller’s Actions; provided that such however, in no event shall the foregoing indemnity shall not, as extend to any Indemnified Party, be available Losses to the extent that such claims, damages, losses, liabilities or expenses (x) are determined caused by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross Buyer’s negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for Buyer’s breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment Agreement or violation of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimlaw.

Indemnity. The In addition to the payment of expenses pursuant to Section 11.5, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify each indemnify, pay and hold Banks and any holder of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bankany Note, and each of their respective the officers, directors, officers employees and employees agents of Banks and such holders (individually called an "Indemnitee" and collectively called the “Indemnified Parties”), and to defend and hold each Indemnified Party "Indemnitees") harmless from and against against, any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal counsel for such Indemnitees in connection with any investigative, administrative or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur judicial proceeding, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)such Indemnitee, in connection with any manner relating to or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use or intended use of any advance hereunder, whether the proceeds of the Loans hereunder (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority"indemnified liabilities"); provided that such indemnity Borrower shall not, as have no obligation to any Indemnified Party, be available an Indemnitee hereunder with respect to the extent that such claims, damages, losses, indemnified liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted arising from the gross negligence or willful misconduct of such Indemnified Party that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or (y) result from a claim brought public policy, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Borrower against an Indemnified Party for breach in bad faith Indemnitees or any of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimthem.

Indemnity. The Borrower Redeveloper indemnifies and agrees to indemnify each of the Bankprotect, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless the Authority and the Authority’s commissioners, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, damagesdemands, losses, liabilities damages, costs, expenses, liabilities, taxes, assessments, fines, penalties, charges, administrative and expenses judicial proceedings and orders, judgments, causes of action, remedial action requirements and/or enforcement actions of any kind (including all including, without limitation, attorney’s fees and charges of internal court or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation thereforsimilar costs) which any Indemnified Party may incur directly or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or indirectly arising out of or relating to the matters referred attributable to in this Note whole or in the other Loan Documents or the use of any advance hereunder, whether part: (a) arising from the material inaccuracy of any representation or incurred in connection with any the material breach of a any representation, covenant or warranty or covenant by of the Borrower, or Redeveloper contained in this Contract; (b) arising out the Redeveloper’s acquisition, ownership or use of or resulting from any suitthe Property and the Project Improvements, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined unless caused by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party the Authority; (c) the failure on the part of the Redeveloper to perform, observe and/or comply with any covenant, obligation or (y) result from a claim brought duty to be performed, observed and/or complied with by the Borrower against an Indemnified Party for breach in bad faith Redeveloper pursuant to the terms of such Indemnified Party’s obligations hereunder this Contract or under any other Loan Transaction Document; (d) any condition of, on or in the Property or the Project Improvements or any part thereof caused by any act or omission of the Redeveloper 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, if contract, agreement, obligation or undertaking entered into by the Borrower has obtained a final and non-appealable judgment Redeveloper (whether as the agent of the Authority or otherwise) in its favor on such claim as determined by a court connection with all or any part of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination Project; and/or (f) any act or omission of this Notethe Redeveloper or any of the Redeveloper’s agents, payment of contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any advance hereunder and other person or entity for whose acts or omissions the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimRedeveloper is otherwise responsible pursuant to Applicable Law.

Indemnity. The Borrower further agrees to indemnify defend, protect, indemnify, and hold harmless the Agent and each and all of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Lenders and each of their respective Affiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors, officers employees, attorneys and employees agents (including, without limitation, those retained in connection with the “Indemnified Parties”)satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE V) (collectively, and to defend and hold each Indemnified Party harmless the "INDEMNITEES") from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including all including, without limitation, the fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), 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 out of or relating to the matters referred to in of: (i) this Note or in Agreement, the other Loan Documents or any of the Transaction Documents, or any act, event or 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 intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Transaction Documents; 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 expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any advance hereunderEnvironmental, whether (a) Health or Safety Requirements of Law arising from or incurred in connection with any breach the past, present or future operations of a representation, warranty or covenant by the Borrower, its Subsidiaries or any of their respective predecessors in interest, or, the past, 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 (b) arising out of 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 any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by dispute among the Borrower against an Indemnified Party for breach in bad faith Lenders or a dispute between any Lender and the Agent, or (z) the willful misconduct or Gross Negligence of such Indemnified Party’s obligations hereunder Indemnitee or under any other breach of contract by such Indemnitee with respect to the Loan DocumentDocuments, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim each case, as determined by the final non-appealed judgment of a court of competent jurisdiction. The indemnity agreement contained If the undertaking to indemnify, pay and hold harmless set forth in this Section shall survive the termination of this Note, payment preceding sentence may be unenforceable because it is violative of any advance hereunder law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the assignment payment and satisfaction of any rights hereunder. The Borrower may participate at its expense in all Indemnified Matters incurred by the defense of any such action or claimIndemnitees.

Indemnity. The Borrower Lessee agrees to indemnify that each payment of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the BankBasic Rent hereunder shall be free and clear of, and each of their respective directorswithout deduction for, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges withholdings on account of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use Taxes of any advance hereundernature whatsoever, whether (aor not an exclusion pursuant to Section 10(b) arising from applies, except as required by law. If any such deduction or incurred in connection withholding of Taxes is required with any breach respect to such payments of a representationBasic Rent, warranty Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or covenant withholding, will be equal to all such amounts that would be received by the BorrowerLessor if no such deduction or withholding had been required, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such claimsamount as may be required by the Indenture. If Lessee pays any amount to Lessor (or to any taxing authority for the account of Lessor) as a result of the application of the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), damagesthen Lessor (or, lossesin the case of Taxes imposed on the Owner Trustee, liabilities the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant (i) upon or expenses with respect to, based upon or measured by (xA) are determined by a court 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 competent jurisdiction by final and nonany insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-appealable judgment to have resulted from registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or other disposition of the gross negligence Aircraft, the Airframe, any Engine or willful misconduct of such Indemnified Party any Part thereof or interest therein; or (yC) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder rentals, receipts, income or under any other Loan Documentearnings arising therefrom (including without limitation the Rent), if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.or

Indemnity. The Each Borrower hereby agrees to indemnify each of indemnify, pay and hold harmless Administrative Agent and Lenders and the Bankofficers, each legal entitydirectors, if anyemployees, who controlstrustees, is controlled by or is under common control with the Bankagents, investment advisors, collateral managers, servicers, and each counsel of their respective directors, officers Administrative Agent and employees Lenders (collectively called the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless "Indemnitees") from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the fees and charges disbursements of internal counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or external counsel with whom judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any Indemnified Party may consult such proceeding initiated by or on behalf of a Credit Party, and all the reasonable expenses of litigation investigation by engineers, environmental consultants and preparation thereforsimilar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Administrative Agent or Lenders) which asserting any Indemnified Party may incur or right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against any Indemnified Party by any person, entity such Indemnitee as a result of or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with the transactions contemplated hereby or by the other Financing Documents (including (a)(i) 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 any Borrower, or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (ii) arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use offsite disposal of any advance hereunder, whether (a) arising from materials generated or incurred in connection with present on any breach of a representation, warranty or covenant by the Borrower, such property or (biii) arising out of or resulting from the environmental condition of any suit, action, claim, proceeding such property or the applicability of any governmental investigation, pending or threatenedrequirements relating to Hazardous Materials, whether based on statuteor not occasioned wholly or in part by any condition, regulation accident or orderevent caused by any act or omission of any Borrower, (b) proposed and actual extensions of credit under this Agreement) and the use or tortintended use of the proceeds of the Loans and (c) any brokerage claims in connection with the sale or any leasing of any Project, or contract or otherwise, before except that no Borrower shall have any court or governmental authority; provided that such indemnity shall not, as obligation hereunder to an Indemnitee with respect to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted liability resulting from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought Indemnitee, as determined by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by of a court of competent jurisdictionjurisdiction 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. The indemnity agreement contained in this Section shall survive To the termination of this Note, payment of any advance hereunder and extent that the assignment of any rights hereunder. The Borrower may participate at its expense undertaking set forth in the defense 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 such action or claimof them.

Indemnity. The Each Borrower hereby agrees to jointly and severally indemnify each of the BankAgent, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Arranger and each Lender (and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend Affiliates) and hold Agent, each Indemnified Party Arranger and each Lender (and each of their Affiliates) harmless from and against any and all claimsliability, damagesloss, lossesdamage, liabilities and expenses suit, action or proceeding suffered or incurred by any such Person (including all reasonable documented attorneys fees and charges legal expenses) as the result of internal such Borrower’s failure to observe, perform or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefordischarge such Borrower’s duties hereunder (subject to subsection 2.12) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of from or relating to the matters referred to in this Note or in Agreement, the other Loan Documents or the use of any advance hereundertransactions contemplated hereby or thereby, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are 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 and non-appealable 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 Agent, each Arranger and each Lender (and each of their Affiliates) from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses, damages, costs, 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 Indemnified Party or (y) result from a claim brought by Lender. Notwithstanding any contrary provision in this Agreement, the obligation of each Borrower against an Indemnified Party for breach under this Section 12.2 shall survive the payment in bad faith full of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive Obligations and the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall be consummated, Company agrees to indemnify each defend (subject to Indemnitees’ selection of the Bankcounsel), each legal entityindemnify, if any, who controls, is controlled by or is under common control with the Bankpay and hold harmless Agents and Lenders, and each of their respective the Officers, directors, officers trustees, employees, agents, advisors and employees Affiliates of Agents and Lenders (collectively called the “Indemnified PartiesIndemnitees”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses Indemnified Liabilities (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borroweras hereinafter defined), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity Company shall not, as not have any obligation to any Indemnitee hereunder with respect to any Indemnified Party, be available Liabilities to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise solely from the gross negligence or willful misconduct of such Indemnified Party that Indemnitee or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim related parties as determined by a final judgment of a court of competent jurisdiction. The indemnity . (b) 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 xxxxx any Hazardous Materials Activity), expenses and 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 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 out of (i) this Agreement or 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 the issuance of Letters of Credit hereunder or the use or intended use of any thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan 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 this Section shall survive the termination 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 this Note, payment Company or any of any advance hereunder and its Subsidiaries; except to the assignment extent such Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence or willful misconduct of any rights hereunder. The Borrower may participate at its expense in the defense Indemnitee as determined by a final judgment of any such action or claima court of competent jurisdiction.

Indemnity. The Borrower agrees to indemnify each of the BankCompany shall indemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless 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, damagesliability, lossescost, liabilities and expenses expense, damage deficiency, loss, or obligation (including all including, without limitation, reasonable attorney's fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrowercosts), based upon, arising out of, or otherwise relating to any actions taken or omissions made in connection with or arising out of or relating pursuant to the matters referred this License Agreement. The [***] Indemnitees agree to in this Note or in the other Loan Documents or the use provide Company with prompt written notice of any advance hereunderclaim, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, suit action, claim, proceeding demand or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before judgment for which indemnification is sought under this Agreement. Company agrees that any court or governmental authority; Sublicensee shall agree to provide [***] with the same indemnity provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimCompany herein.

Indemnity. (a) The Borrower agrees to Client shall protect, defend, indemnify each of the Bankand hold Consultant and his assigns and attorneys, each legal entityaccountants, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directorsemployees, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party directors harmless from and against any and all claimslosses, liabilities, damages, lossesjudgments, liabilities claims, counterclaims, demands, actions, proceedings, costs and expenses (including all fees reasonable attorneys' fees) of every kind and charges of internal character resulting from or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with relating to or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from the inaccuracy, non-fulfillment or incurred in connection with any breach of a any representation, warranty warranty, covenant or covenant agreement made by the Borrower, Client herein; or (b) any legal action, including any counterclaim, to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Client herein; or (c) negligent actions or omissions of the Client or any employee or agent of the Client, or any reckless or willful misconduct, occurring during the Term hereof with respect to any of the decisions made by the Client. (b) The Consultant shall protect, defend, indemnify and hold Client and his assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees) of every kind and character resulting from or relating to or arising out of (a) the inaccuracy, non-fulfillment or resulting from breach of any suitrepresentation, warranty, covenant or agreement made by the Consultant herein or the failure of the Consultant to abide by all federal and state laws and regulations concerning investor relations, stock promotions, and public disclosure requirements; or (b) any legal action, claimincluding any counterclaim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claimsit is based upon alleged facts that, damagesif true, losseswould constitute a breach of any representation, liabilities warranty, covenant or expenses agreement made by the Consultant herein; or (xc) are determined by a court negligent actions or omissions of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence Consultant or any employee or agent of the Consultant, or any reckless or willful misconduct misconduct, occurring during the Term hereof with respect to any of such Indemnified Party or (y) result from a claim brought the decisions made by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimConsultant.

Indemnity. The Borrower agrees to (a) Each Seller shall release, defend, indemnify each and hold harmless Buyer, Affiliates of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Buyer and each of its and their respective officers, directors, officers shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and employees advisors (each an “Indemnified Person” and collectively the “Indemnified PartiesPersons”), and to defend and hold each Indemnified Party harmless on a net after-tax basis, from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, fees, reasonable costs, expenses (including all fees reasonable legal fees, charges, and charges disbursements of internal any counsel for any such Indemnified Person and expenses), penalties or external counsel with whom fines of any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which kind that may be imposed on, incurred by or asserted against any such Indemnified Party by Person (collectively, the “Indemnified Amounts”) in any personway relating to, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from or in connection with (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any suit, action, claim, proceeding Mortgaged Property or governmental investigation, pending or threatened, whether based on statute, regulation or orderrelated property, or tortany action taken or omitted to be taken by any Indemnified Person in connection with or under any of the foregoing, or contract any transaction contemplated hereby or otherwisethereby, before or any court amendment, supplement or governmental authority; provided that such indemnity shall notmodification of, as to or any Indemnified Partywaiver or consent under or in respect of any Repurchase Document, be available to the extent that such any Transaction, any Purchased Asset, any Purchased Asset Document, or any Pledged Collateral, (ii) any claims, damagesactions or damages by an Underlying Obligor or lessee with respect to a Purchased Asset, losses(iii) any violation or alleged violation of, liabilities non–compliance with or expenses liability under any Requirements of Law, (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the items referred to in the preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or similar Persons claiming to be entitled to a commission in connection with any lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) are the execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the failure to timely perform any Remedial Work required under the Purchased Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any Lien on any Mortgaged Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) any Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any of the foregoing clauses of this Section 13.01, that, in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and pursuant to a final, non-appealable judgment judgment. Notwithstanding the foregoing, Sellers shall have no liability to have resulted any Indemnified Person under clauses (v), (vi), (viii) or (xii) of this Section 13.01 for any claims arising as a result of activities or events which occur at any time more than six (6) months after Buyer (or one of its Affiliates) takes title to the related Mortgaged Property. In any suit, proceeding or action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, each Seller shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the gross negligence account debtor or willful misconduct Underlying Obligor arising out of a breach by any Seller of any 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 Underlying Obligor from any Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (b) If for any reason the indemnification provided in this Section 13.01 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, even though such Indemnified Person is entitled to indemnification under the express terms thereof, then the applicable Seller shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and such Seller on the other hand, the relative fault of such Indemnified Party or Person, and any other relevant equitable considerations. (yc) result from An Indemnified Person may at any time send Sellers a claim brought by notice showing the Borrower against an calculation of Indemnified Party for breach in bad faith of Amounts, and Sellers shall pay such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on Amounts to such claim as determined by a court of competent jurisdictionIndemnified Person within ten (10) Business Days after Sellers receive such notice. The indemnity agreement contained in obligations of Sellers under this Section 13.01 shall apply (without duplication) to Eligible Assignees and Participants and survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower agrees to indemnify each of the BankTenant shall indemnify, each legal entityhold harmless, if anyand, who controlsat Landlord’s option (with such attorneys as Landlord may approve in advance and in writing), is controlled by or is under common control with the Bankdefend Landlord and Landlord’s officers, and each of their respective directors, officers shareholders, partners, members, managers, employees, contractors, property managers, agents and employees (the “Indemnified Parties”)mortgagees and other lien holders, and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses “Losses” (including all fees and charges hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of internal or external counsel with whom Tenant’s Parties of any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)requirements, in connection with ordinances, statutes, regulations or arising out of or relating to the matters other laws referred to in this Note Article 10, including, without limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or in any of Tenant’s Parties; or (c) any Hazardous Use by Tenant or any Tenant Parties on, about or from the other Loan Documents 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 nature (including, without limitation, property damage, damages for the loss or the restriction on use of any advance hereunderspace or amenity within the Building or the Complex, whether (a) damages arising from any adverse impact on marketing space in the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or incurred death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in connection with any breach of a representation, warranty or covenant way related to any matter covered by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimforegoing indemnity.

Indemnity. The Borrower agrees Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with Notes Collateral Agent and the BankSecured Parties, and each of their respective directorssuccessors, officers assigns, agents and employees (the each, and “Indemnified PartiesIndemnitee”), and to defend and hold each Indemnified Party harmless from and against any and all claimsliabilities, damages, lossespenalties, liabilities suits and reasonable and documented out-of-pocket costs and expenses (including all fees the reasonable and documented fees, charges and disbursements of internal or external any counsel with whom for any Indemnified Party may consult Indemnitee) of any kind and nature (including, without limitation, all expenses of litigation and or preparation therefortherefor whether or not the Notes Collateral Agent or any Secured Party is a party thereto) which any Indemnified Party may incur imposed on, incurred by or which may be asserted against any Indemnified Party by any personthe Notes Collateral Agent or the Secured Parties, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)their respective successors, assigns, agents and employees, in connection with any way relating to or arising out of or relating to the matters referred to in this Note or in the other Loan Documents Security Agreement, or the use manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any advance hereunderCollateral (including, without limitation, latent and other defects, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant not discoverable by the BorrowerNotes Collateral Agent or the Secured Parties or any Grantor, and any claim for patent, trademark or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authoritycopyright infringement); provided that such indemnity shall not, as to any Indemnified PartyIndemnitee, be available to the extent that such losses, claims, damages, losses, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party Indemnitee. This Section 8.16 shall not apply with respect to Taxes other than any Taxes that represent losses or (y) result damages arising from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or Tax claim.

Indemnity. The Borrower agrees to indemnify each 18.1 Each of the BankIssuer and the Guarantors indemnifies, each legal entityjointly and severally, if anyon an after-tax basis, who controlsthe Paying Agent, is controlled by or is under common control with the Bank, Registrar and each of their respective directors, officers officers, employees and employees (the “Indemnified Parties”)controlling persons against all losses, and to defend and hold each Indemnified Party harmless from and against any and all liabilities, costs, claims, actions, damages, lossesexpenses or demands (including, liabilities but not limited to, all reasonable costs, charges and expenses (including all fees and charges of internal paid or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation thereforincurred in disputing or defending the foregoing) which any Indemnified Party of them may incur or which may be asserted made against any Indemnified Party by any person, entity of them as a result of or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents appointment or the use exercise of any advance hereunderthe powers and duties by the Paying Agent or the Registrar, whether as the case may be, under this Agreement except as may result from the wilful 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 (a) arising from including, but not limited to, all reasonable costs, charges and expenses paid or incurred in connection with disputing or defending the foregoing) which any breach of them may incur or which may be made against any of them as a representationresult of the Paying Agent's wilful default or negligence or that of the Paying Agent's directors, warranty officers, employees or covenant by controlling persons. 18.3 The Registrar severally indemnifies, on an after-tax basis, the BorrowerIssuer and the Guarantors and their respective directors, or (b) arising out of or resulting from any suitofficers, actionemployees and controlling persons against all losses, claimliabilities, proceeding or governmental investigationcosts, pending or threatenedclaims, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claimsactions, damages, lossesexpenses or demands (including, liabilities but not limited to, all reasonable costs, charges and expenses paid or expenses (xincurred in disputing or defending the foregoing) are determined by which any of them may incur or which may be made against any of them as a court result of competent jurisdiction by final and non-appealable judgment to have resulted from the gross Registrar's wilful default or negligence or willful misconduct that of such Indemnified Party the Registrar's directors, officers, employees or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive controlling persons. 18.4 This Clause 18 survives the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower agrees to (a) Licensee shall at all times (both during and after the term hereof) indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless Licensor, its agents and employees, against and from and against any and all claimsactions, suits, liabilities, settlements, losses, damages, lossescosts, liabilities and expenses (including all charges, reasonable counsel fees and charges of internal all other expenses, relating to or external counsel with whom arising from any Indemnified Party may consult and all expenses claims (whether founded or unfounded) of litigation 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 preparation thereforbattery, 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) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person(collectively, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower"Losses"), in connection with based upon or arising out of Licensee's operation of the Departments, or relating the Licensee's sale, use or installation of the Wares and Services, or any defect in the Wares and Services or in any ingredient, product or component used in the Wares and Services (or, in the event the Wares and Services shall be a service, used in the performance of such service), or due to any negligence or dishonesty of, or to any act of commission or omission by, Licensee or any of its employees or agents, all except to the matters referred to extent such Loss is caused by Licensor's negligent actions or omissions or willful misconduct; and in this Note case any action, suit or in proceeding shall at any time (either during or after the other Loan Documents or the use term hereof) be brought against Licensor by reason of any advance hereundersuch claim, whether (a) arising from the Licensee, if Licensor so requests, shall resist and defend such action, suit or incurred in connection with any breach proceeding, at the sole expense of a representationLicensee, warranty or covenant by the Borrower, or reputable counsel. (b) Licensor shall at all times (both during and after the term hereof) indemnify and hold harmless Licensee, its agents and employees, against and from any and all Losses, based upon or arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or orderLicensor's operations, or tortthe Licensor's sale, use or installation of any products or services (other than the Wares or Services), or contract any defect in any product or otherwiseservice rendered by Licensor (other than the Wares or Services) or in any ingredient, before any court product or governmental authority; provided that component used in such indemnity shall notproducts or services(other than the Wares or Services), as or due to any Indemnified Partynegligence or dishonesty of, be available or to any act of commission or omission by, Licensor or any of its employees or agents, all except to the extent that such claims, damages, losses, liabilities Loss is caused by Licensee's negligent actions or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence omissions or willful misconduct of such Indemnified Party misconduct; and in case any action, suit or proceeding shall at any time (yeither during or after the term hereof) result from a claim be brought against Licensee by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense reason of any such action claim, Licensor, if Licensee so requests, shall resist and defend such action, suit or claimproceeding, at the sole expense of the Licensor, by reputable counsel.

Indemnity. The Borrower agrees to indemnify each of the Bankindemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless the Bank from and against any and all liabilities, claims, damages, lossespenalties, liabilities and expenses (including expenditures, losses or charges, including, but not limited to, all fees and charges costs of internal investigation, monitoring, legal representation, remedial response, removal, restoration or external counsel with whom permit acquisition of any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or kind whatsoever, which may now or in the future be asserted against undertaken, suffered, paid, awarded, assessed, or otherwise incurred by the Bank (or any Indemnified Party by any person, entity or governmental authority (including any other person or entity claiming derivatively affiliated with the Bank or representing or acting for the Bank or at the Bank's behest, or with a claim on behalf the Bank or to whom the Bank has liability or responsibility of the Borrower)any sort related to this Section 11.3) relating to, in connection with resulting from or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or (a) the use of the Improvements for the storage, treatment, generation, transportation, processing, handling, production or disposal of any advance hereunderHazardous Substance or as a landfill or other waste disposal site, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out the presence of any Hazardous Substance or resulting 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 necessary, appropriate and legally authorized investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of a Release of any suitHazardous Substance on, actionat or from the Improvements, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as (d) human exposure to any Indemnified PartyHazardous Substance, be available noises, vibrations or nuisances of whatever kind to the extent that such claimsthe same arise from the condition of the Improvements or the ownership, damagesuse, lossesoperation, liabilities sale, transfer or expenses conveyance thereof, (xe) are determined by a court violation of competent jurisdiction by final and any applicable Environmental Law, (f) non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party compliance with any Environmental Permit or (yg) result from a claim brought 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 liabilities incurred by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder Bank or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained entity described in this Section 11.3 shall survive be deemed to include, without limitation, any sums which the termination of this Note, payment of any advance hereunder Bank deems it necessary or desirable to expend to protect its security interests and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimliens.

Indemnity. The Borrower agrees to shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the Bankdirectors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each legal entityother Person, if any, who controlsControls Lender, is controlled by its Affiliates or is under common control with any of the Bankforegoing (each, and each of their respective directors, officers and employees (the “an "Indemnified Parties”Party"), and to defend and hold each Indemnified Party harmless from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the reasonable fees and charges disbursements of internal or external counsel with whom any for an Indemnified Party may consult 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 expenses of appellate levels, investigation and laboratory fees, consultant fees and litigation and preparation therefor) which any Indemnified Party may incur or which expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party by (collectively, the "Indemnified Liabilities") in any personmanner, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with relating to or arising out of or relating to by reason of the matters referred to in this Note Loan, including: (i) any breach by Borrower of its obligations under, or in the other any misrepresentation by Borrower contained in, any Loan Documents or Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any advance hereunder, whether (a) arising from information provided by or incurred in connection with any breach on behalf of a representation, warranty or covenant by the Borrower, or contained in any documentation approved by Borrower; (biv) 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 resulting from related to such Hazardous Substance; (x) any suit, action, claim, proceeding or governmental investigation, pending lawsuit brought or threatened, whether based on statute, regulation or ordersettlement reached, or tortgovernment 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 contract any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or otherwiseany Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, before however, that Borrower shall not have any court or governmental authority; provided that such indemnity shall not, as obligation to any Indemnified Party, be available Party hereunder (A) to the extent that it is finally judicially determined that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise from the gross negligence negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (yB) result from 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 claim brought by 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 its Affiliate's) period of ownership and provided that Borrower against an 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 Indemnified Party for breach in bad faith by reason of such the application of this Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionParty until paid. The indemnity agreement contained in obligations and liabilities of Borrower under this Section 5.30 shall survive the termination of this Note, payment Term and the exercise by Lender of any advance hereunder and of its rights or remedies under the assignment Loan Documents, including the acquisition of any rights hereunder. The Borrower may participate at its expense the Property by foreclosure or a conveyance in the defense lieu of any such action or claimforeclosure.

Indemnity. The Borrower agrees to Grantee must indemnify each of and keep the BankTrust and its agents, each legal entityemployees and officers indemnified against: (a) all liabilities, if anycosts, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities damages and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note Project that may be incurred by the Trust or in the other Loan Documents its agents, employees or the use officers (including, without limitation, liability or damages arising from environmental damage) as a consequence of any advance hereundernegligent or wrongful act or omission of the Grantee or of any agent, whether 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) arising from or and (b), all legal costs (on a solicitor/solicitor basis) and other costs incurred in connection with defending any breach action or claim relating to the Project brought against the Trust or its agents, employees or officers as a consequence of a representation, warranty any act or covenant by the Borroweromission, or alleged negligent or wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee. (bd) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such The Grantee’s liability under the indemnity shall not, as to any Indemnified Party, in this clause 14 will be available reduced proportionately to the extent that such claimsany act or omission (whether negligent or not) of the Trust or it’s agents, damagesemployees, lossescontractors, liabilities and associates or expenses officers (xnot being the Grantee) are determined by a court of competent jurisdiction by final and non-appealable judgment contributed to have resulted from the gross negligence relevant liability, cost, damage or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimloss.

Indemnity. The Borrower Whether or not the transactions contemplated hereby shall be consummated, each Company agrees to indemnify indemnify, pay and hold harmless the Agent and each Lender and any subsequent holder of any of the BankNotes, Letter of Credit Liabilities or Lender Interest and the officers, directors, employees and agents of the Agent, each legal entity, if any, who controls, is controlled by or is under common control with Lender and such holders (collectively called the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless "Indemnitees") from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the fees and charges disbursements of internal counsel for such Indemnitee) in connection with any investigative, administrative or external counsel with whom judicial proceeding, whether or not such Indemnitee shall be designated a party thereto and including any Indemnified Party may consult such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, and all the expenses of litigation investigation by engineers, environmental consultants and preparation thereforsimilar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by NationsCredit) which asserting any Indemnified Party may incur or right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against any Indemnified Party by any person, entity such Indemnitee as a result of or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with 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 relating to the matters referred to in this Note or in the other Loan Documents or the use offsite disposal of any advance hereunder, whether (a) arising from materials generated or incurred in connection with present on any breach of a representation, warranty or covenant by the Borrower, such property or (bC) arising out of or resulting from the environmental condition of any suit, action, claim, proceeding such property or the applicability of any governmental investigation, pending or threatenedrequirements relating to Hazardous Materials, whether based on statuteor not occasioned wholly or , regulation accident or orderevent 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 tortintended use of the proceeds of the Notes, or contract or otherwisethe Letters of Credit and the Lender Interest, before any court or governmental authority; provided except that such indemnity Company shall not, as have no obligation hereunder to an Indemnitee with respect to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted liability resulting from the gross negligence or willful wilful misconduct of such Indemnified Party or (y) result from a claim brought 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 Borrower against an Indemnified Party 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 breach in bad faith of such Indemnified Party’s obligations hereunder contribution or under any other Loan Documentrights of recovery with respect to liabilities, if the Borrower has obtained a final losses, damages, costs and non-appealable judgment in its favor on such claim as determined expenses arising under or relating to Environmental Laws that it might have by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of statute or otherwise against any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimIndemnitee.

Indemnity. The Borrower agrees A. In addition to indemnify the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, the Credit Parties agree to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of the BankLead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and affiliates of each legal entity, if any, who controls, is controlled by or is under common control with of the Bank, Lead Arrangers and each of their respective directors, officers the Agents and employees each Lender (collectively called the “Indemnified PartiesIndemnitees”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses Indemnified Liabilities (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borroweras hereinafter defined), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity the Credit Parties shall not, as not have any obligation to any Indemnitee hereunder with respect to any Indemnified Party, be available Liabilities to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnified Party that Indemnitee or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith any of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim Affiliates as determined by a final judgment of a court of competent jurisdiction. The indemnity agreement contained 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 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 the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including the enforcement of the Guaranty)). B. To the extent that the undertakings to defend, indemnify, pay and hold harmless 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 survive contribute the termination 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 theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this NoteAgreement or any other Loan Document, payment 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 advance hereunder act or omission or event occurring in connection therewith, and the assignment Credit Parties and each of any rights hereunder. The Borrower may participate at its expense in the defense of Subsidiaries hereby waives, releases and agrees not to xxx upon any such action claim or claimany such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. The Borrower agrees to indemnify each of the Bankshall indemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless Lender from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the reasonable fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), other than breakage costs, that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower or relating to the matters referred to in Operating Lessee of its Obligations under, or any material misrepresentation by Borrower or Operating Lessee contained in, this Note Agreement or in the other Loan Documents Documents; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower or Operating Lessee, or contained in any documentation approved by Borrower or Operating Lessee, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv) ownership of any Mortgage, any Individual Property or any interest therein, or receipt of any Gross Revenue (including, subject to Section 2.8, due to any Increased Costs, Special Taxes (other than Excluded Taxes) or Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual 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 any Individual Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the use furnishing of any advance hereundermaterials or other property in respect of any Individual Property; (viii) any failure of any Individual Property to comply with any Legal Requirement; (ix) any claim by brokers, whether (a) arising from finders or incurred similar persons claiming to be entitled to a commission in connection with any breach of a representation, warranty Lease or covenant by the Borrowerother transaction involving any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (bx) the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising out under or as a consequence of any Lease; (xi) the claims of any Manager or resulting from any suitPerson acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii) the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (collectively, actionthe “Indemnified Liabilities”); provided, claimhowever, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before that Borrower shall not have any court or governmental authority; provided that such indemnity shall not, as obligation to any Indemnified Party, be available Lender hereunder to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise from the active gross negligence negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party or Liabilities incurred by Lender; provided, further, that Borrower shall not have any obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (ya) result from the Loan is included in a claim brought Securitization Vehicle, (b) the Indemnified Liability is caused by the Securitization Vehicle failing to have, or maintain its, REMIC or Grantor Trust status, as applicable, and (c) the reason for such failure is other than a breach by Borrower against an Indemnified Party for breach in bad faith or Operating Lessee of such Indemnified Party’s obligations hereunder its Obligations under, or under any material misrepresentation by Borrower or Operating Lessee contained in, this Agreement or the other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimDocuments.

Indemnity. The Borrower hereby agrees to indemnify each of the Bankindemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless 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, damages, losses, demands, actions, causes of action and liabilities whatsoever (including reasonable attorneys’ fees and expenses (including all fees and charges of internal costs and expenses reasonably incurred in investigating, preparing or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted defending against any Indemnified Party by any personlitigation or claim, entity action, suit, proceeding or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use demand of any advance hereunder, whether (a) arising from kind or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (bcharacter) arising out of or resulting from any suitfrom: (a) the Loan Documents (including the enforcement thereof), action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available except to the extent that such claims, damageslosses and liabilities are proximately caused by Lender’s gross negligence, lossesbad faith or willful misconduct, liabilities (b) any violation of any Applicable Environmental Law, (c) any act, omission, event or expenses circumstance resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Oil and Gas Properties, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence of occurrence, and (xd) are determined any and all claims or proceedings (whether brought by a court private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through any of competent jurisdiction the Oil and Gas Properties (whether or not the release of such materials was caused by final Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and non-appealable judgment 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 resulted from liability due to the making of the Loan, the granting 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 particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionparticular indemnified party. The indemnity agreement contained in this Section foregoing indemnities shall not terminate upon the Maturity Date or upon the release, foreclosure or other termination of the Security Documents, but will survive the termination Maturity Date, foreclosure of this Notethe Security Documents or conveyances in lieu of foreclosure, payment of any advance hereunder and the assignment repayment of any rights hereunder. The Borrower may participate at its expense in the defense Loan and the discharge and release of any such action or claimthe Security Documents and the other documents evidencing and/or securing the Loan.

Indemnity. The Borrower agrees to indemnify 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 pay, indemnify, save and hold the Administrative Agent, the Collateral Agent and each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Secured Party and each of their respective officers, directors, officers employees, counsel, agents and employees attorneys-in-fact and Affiliates (the each, an “Indemnified PartiesPerson”), and to defend and hold each Indemnified Party ) harmless from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and claims, actions, judgments, suits, costs, charges, expenses or disbursements (including all fees and charges Attorney Costs) of internal any kind or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or nature whatsoever which may at any time (including at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, resignation or replacement of any Agent or any Lender) be imposed on, incurred by or asserted against any Indemnified Party by such Person in any personway relating to, entity or governmental authority arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any of its Affiliates related thereto, and any investigation, litigation or proceeding (including any person bankruptcy, insolvency, reorganization or entity claiming derivatively on behalf of the Borrower), in connection with other similar proceeding or arising out of or relating appellate proceeding) related to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunderPrattsburgh, whether or not any Indemnified Person is a party thereto (a) arising from or incurred in connection with any breach of a representationall the foregoing, warranty or covenant by collectively, the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority“Indemnified Liabilities”); provided that such indemnity FWH shall not, as not have any obligation hereunder to any Indemnified Party, be available Person with respect to the extent that such claims, damages, losses, liabilities or expenses (x) are Indemnified Liabilities determined by a court of competent jurisdiction by in a final and non-appealable judgment order to have resulted arisen from the fraud, gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimPerson.

Indemnity. The Borrower agrees to defend, protect, indemnify each of and hold harmless the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Agent and each Lender and each and all of their respective its officers, directors, officers employees, attorneys and employees agents (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal counsel for the Indemnified Parties in connection with any investigative, administrative or external counsel with whom any judicial proceeding, whether or not the Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or Parties shall be designated by a party thereto), which may be imposed on, incurred by, or asserted against any Indemnified Party by (whether direct, indirect or consequential and whether based on any personfederal or state laws or other statutory regulations, entity including, without limitation, securities, environmental and commercial laws and regulations, under common law or governmental authority (including at equitable cause, or on contract or otherwise) in any person or entity claiming derivatively on behalf of the Borrower), in connection with manner directly relating to or arising out of this Agreement or relating to the matters referred to in this Note or in the other Financing Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Term Loan Documents (including, without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds 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 willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any advance hereunderlaw or public policy, whether 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 paid to the Indemnified Parties within five (a5) arising days of demand, together with interest thereon at the Default Rate from or the date incurred in connection with any breach of a representation, warranty or covenant by the Indemnified Parties until paid by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available added to the extent that such claimsLiabilities, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought be secured by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionCollateral. The indemnity agreement contained provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower Company agrees to indemnify the Agent and each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Banks and each of their respective directors, officers officers, employees and employees agents (the “Indemnified Parties”)each such person being called an "Indemnitee") against, and to defend and hold each Indemnified Party Indemnitee harmless from and against from, any and all losses, claims, damages and liabilities of any party other than the Company and related expenses, including reasonable counsel fees and expenses incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any Note or any agreement or instrument contemplated hereby or thereby, the 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, lossesliabilities or expenses is or was brought by a shareholder, liabilities and expenses (including all fees and charges of internal creditor, employee or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf officer of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authorityCompany; provided that such indemnity shall not, as to any Indemnified PartyIndemnitee, be available to the extent that such losses, claims, damages, losses, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionIndemnitee. The indemnity agreement contained in provisions of this Section 11.11 shall survive remain operative and in full force and effect regardless of the termination expiration of the term of this Agreement, 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, payment or any investigation made by or on behalf of any advance hereunder and the assignment of any rights hereunderBanks. The Borrower may participate at its expense All amounts due under this Section 11.11 shall be payable in the defense of any such action or claimimmediately available funds upon written demand therefor.

Indemnity. The Borrower Lessor agrees to indemnify each of the Bankand save harmless Lessee and its parents, each legal entitysubsidiaries, if anyaffiliates, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers officers, employees, agents, servants, attorneys and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless representatives from and against any and all claims, causes of action, damages, lossesfines, liabilities 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 after the Term: (including all fees and charges a) as a result of internal any violation by Lessor of any applicable federal, state or external counsel with whom local environmental laws or regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Indemnified Party may consult and all expenses of litigation and preparation thereforHazardous Materials ("Environmental Laws") which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, Premises; or (b) arising out as a result of the presence, disturbance, discharge, release, removal or resulting 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 path 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, attorneys and representatives from any suitand all claims, causes of action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, lossesfines, liabilities 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 after the Term: (xa) are determined as a result of Lessee's use and occupancy of the Premises, including, without limitation, any violation by a court Lessee of competent jurisdiction by final and non-appealable judgment any Environmental Laws relating to have resulted from the gross negligence or willful misconduct of such Indemnified Party Premises; or (yb) as a result from of the presence, disturbance, discharge, release, removal or cleanup of Hazardous Materials as a claim brought by result of environmental contamination or other similar condition which occurred or first arose after the Borrower against an Indemnified Party for breach in bad faith commencement of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionTerm. The indemnity agreement contained in this Section These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimLease.

Indemnity. (1) The Borrower Company (the “Indemnitor”) hereby agrees to indemnify and hold the Underwriters and each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Banktheir subsidiaries and affiliates, and each of their respective directors, officers officers, employees, shareholders and employees agents (hereinafter referred to as the “Personnel” and, together with the Underwriters the “Indemnified Parties”), and to defend and hold each Indemnified Party ) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, lossesliabilities or actions arise out of or are based, liabilities directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and expenses (including all fees and charges of internal their Personnel hereunder, or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), otherwise in connection with or arising out of or relating to the matters referred to in this Note or Underwriting Agreement (including the aggregate amount paid in the other Loan Documents or the use reasonable settlement of any advance hereundersuch actions, whether (a) arising from suits, investigations, proceedings or incurred in connection with any breach of a representationclaims that may be made against the Underwriters and/or their Personnel), warranty unless such actual or covenant by the Borrower, or (b) arising out of or resulting from any suitthreatened claim, action, suit, investigation or proceeding has been caused by or is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any of their Personnel. (2) If for any reason the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless as a result of such expense, loss, claim, proceeding damage or governmental investigationliability, pending then the Indemnitor shall contribute to the amount paid or threatenedpayable by the Underwriters or any Personnel as a result of such expense, whether based loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on statutethe one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Indemnitor and Underwriters or any Personnel, regulation or order, or tort, or contract or otherwise, before as well as any court or governmental authorityrelevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such indemnity expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees to be received by the Underwriters pursuant to this Underwriting Agreement. (3) The Indemnitor agrees that in case any legal proceeding shall notbe brought against the Indemnitor and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or in case any such entity shall investigate the Indemnitor and/or the Underwriters, and/or any Personnel 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 Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including a reasonable amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith) and out-of-pocket expenses incurred by the Underwriters or their Personnel in connection therewith shall be paid by the Indemnitor as they occur unless such proceeding is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any of their Personnel. (4) Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or their 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 Underwriters 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. However, the failure by the Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Underwriters and/or any Personnel (other than in respect of losses related to such failure or delay to notify the Indemnitor). The Indemnitor shall on behalf of itself and the Underwriters and/or any Personnel, as to any Indemnified Partyapplicable, 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 Underwriters 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 Underwriters and/or any Personnel, acting reasonably, as applicable, and that none of the Underwriters 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. (5) Notwithstanding the foregoing paragraph, the Indemnified Parties shall have the right, at the Indemnitor’s expense, to employ counsel of such person’s choice in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized in writing by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time (which shall in any case be not less than 15 days) after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that there may be legal defences available to the extent Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that such claimsextent, damages, losses, liabilities the Indemnitor shall not have the right to assume or expenses (xdirect the defence on the Indemnified Party’s behalf) are determined by or that there is a court conflict of competent jurisdiction by final interest between the Company and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (yin either of which events the Indemnitor shall not have the right to assume or direct the defence on the Underwriters’ behalf), provided that the Indemnitor shall not be responsible for the fees and expenses of more than one set of counsel to the Indemnified Parties. (6) result from a claim brought by The indemnity and contribution obligations of the Borrower against an Indemnified Party for breach Indemnitor shall be in bad faith addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of such Indemnified Party’s obligations hereunder or under Underwriters and shall be binding upon and inure to the benefit of any other Loan Documentsuccessors, if assigns, heirs and personal representatives of the Borrower has obtained a final Indemnitor, the Underwriters and non-appealable judgment in its favor on such claim as determined by a court any of competent jurisdictionthe Personnel. The indemnity agreement contained in this Section foregoing provisions shall survive the completion of professional services rendered under this Underwriting Agreement or any termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimthereof.

Indemnity. The Borrower agrees to indemnify each of Indemnify the BankBank and its employees, each legal entityofficers, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers shareholders, agents, attorneys, successors and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and assigns against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs and expenses of any kind or nature whatsoever, including, without limitation, attorneys' fees and expenses, incurred by them arising out of, in any way connected with, or as a result of (a) this Agreement or the Related Documents or the 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 Agreement 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 and or related expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party to the extent caused by any personwillful misconduct of the Bank. The foregoing indemnities shall survive the Termination Date, entity the consummation of the transactions contemplated by this Agreement, the repayment of the Obligations and the invalidity or governmental authority (including unenforceability of any person term or entity claiming derivatively provision of this Agreement or of the Related Documents and shall remain in effect regardless of any investigation made by or on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents Bank or the use Company and the content or accuracy of any advance hereunder, whether (a) arising from representation or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or made under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower agrees to indemnify each of the BankTenant shall, each legal entitydoes and will indemnify, if any, who controls, is controlled by or is under common control with the Bankdefend, and each of their respective save harmless Landlord and its agents, servants, directors, officers officers, partners, invitees, guests, clients, beneficiaries, licensees, and employees (all of the “Indemnified Parties”)foregoing hereinafter called "Landlord's Agents", and to defend and hold each Indemnified Party harmless from except that "Landlord's Agents" will not include Tenant or Tenant's Agents [as hereinafter defined] if Tenant or any one or more of Tenant's Agents are or become one of Landlord's Agents) of, from, and against any and all liabilities, claims, damagesdemands, lossescauses of actions, liabilities and expenses suits, debts, costs (including all fees court costs, attorneys' fees, and charges costs of internal investigation), damages (including, without limitation, consequential damages), fees, fines, penalties, expenses, and actions of any kind or external counsel with whom any Indemnified Party may consult and all expenses character in connection with, or alleged to be in connection with, or arising, or alleged to arise, by reason of litigation and preparation therefor) which any Indemnified Party may incur injury to or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including death of any person or entity claiming derivatively damage to or loss of property occurring on, in, or about the Premises or by reason of any other claim of whatsoever nature of any person or party occasioned, or alleged to be occasioned, in whole or in part, by any act, action, commission, or omission on behalf the part of Tenant or any employee, partner, director, officer, servant, agent, contractor, invitee, guest, client, assignee, licensee, beneficiary, or subtenant of Tenant (all of the Borrowerforegoing hereinafter collectively called "Tenant's Agents"), in connection with or arising out of by any breach, violation, or relating to the matters referred to in this Note or in the other Loan Documents or the use nonperformance of any advance hereunder, whether (a) arising from covenant of Tenant under this Lease. If any action or incurred proceeding shall be brought by or against Landlord in connection with any breach of a representation, warranty such liability or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigationTenant, pending or threatenedon notice from Landlord, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any defend such action or claimproceeding, at Tenant's expense, by or through attorneys approved by Landlord. The provisions of this Section 9.05 shall apply to all activities of Tenant with respect to the Premises occurring on or after the commencement of the Lease Term or the date Tenant is in possession of the Premises, whichever is earlier. Tenant's obligations under this Section 9.05 shall not be limited to the limits or coverage of insurance maintained,or required to be maintained, by Tenant under this Lease.

Indemnity. The Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend, protect and indemnify Lender, its participants and each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Banktheir assigns, and each of their respective directors, officers officers, employees, affiliates and employees agents (the collectively, “Indemnified PartiesPersons”)) from and against, and agrees to defend and hold each such Indemnified Party Person harmless from and against from, any and all losses, claims, damages, lossesobligations, judgments, penalties, and liabilities and expenses (including all related costs and expenses, including, without limitation, reasonable counsel fees and charges expenses, incurred by such Indemnified Person arising out of internal any claim, action, suit, litigation, investigation or external counsel with whom any proceeding (whether or not such Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or Person is a party thereto), which may be imposed on, incurred by, or asserted against any Indemnified Party by Person (whether direct, indirect or consequential and whether based on any personfederal or state laws or other statutory regulations, entity including, without limitation, securities, environmental and commercial laws and regulations, under common law or governmental authority (including in equity, or in contract or otherwise) in any person or entity claiming derivatively on behalf of the Borrower), in connection with manner relating to or arising out of this Agreement, the Related Documents, or relating to any act, event or transaction related or attendant hereto or thereto, the matters referred to in this Note or in making and the other management of the Loan Documents or the use or intended use of any advance the proceeds of the Loan hereunder; provided, whether (a) arising from or incurred in connection with any breach of a representationhowever, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as not apply to any Indemnified Partysuch losses, be available to the extent that such claims, damages, losses, or liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted arisen from the gross negligence or willful wilful misconduct of such Indemnified Party or (y) result from a claim brought 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 Borrower against an Indemnified Party for breach Collateral. To the extent that the undertaking to indemnify, pay and hold harmless set forth in bad faith this subsection may be unenforceable because it is violative of such Indemnified Party’s obligations hereunder any law or under any other Loan Documentpublic policy, if the Borrower has obtained a final shall contribute the maximum portion which it is permitted to pay and non-appealable judgment in its favor on such claim as determined satisfy under applicable law, to the payment and satisfaction of all matters incurred by a court of competent jurisdictionthe Indemnified Persons. The indemnity agreement contained provisions of and undertakings and indemnifications set out in this Section shall survive the satisfaction and payment of the Indebtedness of the Borrower and the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. (i) The Borrower Grantor agrees to indemnify indemnify, pay and hold harmless the Beneficiary, the Trustee and each of the Bankother Secured Parties and the officers, each legal entitydirectors, if anyemployees, who controlsagents and Affiliates of the Beneficiary, is controlled by or is under common control with the Bank, Trustee and each of their respective directorsthe other Secured Parties (collectively, officers and employees (the “Indemnified PartiesIndemnitees”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred for such Indemnitees in connection with any breach of a representationinvestigative, warranty administrative or covenant by the Borrowerjudicial proceeding, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending commenced or threatened, whether based on statuteor not such Indemnitee shall be designated a party thereto), regulation which may be imposed on, incurred by or orderasserted against that Indemnitee, in any manner relating to or tortarising out hereof, the Indenture, the Notes, any other Collateral Document or contract 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 otherwiseany other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, before any court or governmental authority; provided however, that such indemnity the Grantor shall not, as have no obligation to any an Indemnitee hereunder with respect to Indemnified Party, be available Liabilities to the extent that such claims, damages, losses, liabilities or expenses it has been determined by a final decision (xafter all appeals and the expiration of time to appeal) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted that such Indemnified Liabilities arose from the gross negligence or willful misconduct of such that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Party or (y) result from a claim brought Liabilities incurred by the Borrower against an Indemnified Party for breach in bad faith Indemnitees or any of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimthem.

Indemnity. The Borrower agrees 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 each and hold harmless Landlord, its affiliates, and their respective employees, officers, directors, partners, members and shareholders, the property manager, and Mortgagees of the BankProperty, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claimsliabilities, losses, damages, lossescosts, liabilities and expenses (including all reasonable attorneys’ fees and charges expenses), causes of internal action, suits, claims, demands or external counsel judgments of any nature arising from or with whom respect to (a) any Indemnified Party may consult and all expenses injury to or death of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively damage to or loss of property in or on behalf of the Borrower)Premises or connected with the use, in connection with condition or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use occupancy of any advance hereunderthereof, whether (ab) arising from any act, omission, fault, misconduct, negligence or incurred in connection with violation of applicable laws and regulations by Tenant or any breach Tenant Parties, including without limitation on account of a representation, warranty any construction or covenant other work by Tenant on or about the BorrowerPremises pursuant to Article 8 or otherwise, or (bc) arising out of any Hazardous Substances or resulting other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from any suit, action, claim, proceeding the Premises or governmental investigation, pending or threatened, whether based on statute, regulation or orderthe Property, or tortallowed, permitted or contract 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, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available except to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted resulting from the gross negligence or willful misconduct of such Indemnified Party Tenant or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against any other Loan Documentand all liabilities, if the Borrower has obtained a final losses, damages, costs, expenses (including reasonable attorneys’ fees and non-appealable judgment in its favor on such claim as determined by a court expenses), causes of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Noteaction, payment suits, claims, demands or judgments of any advance hereunder and the assignment nature arising from or with respect to Landlord’s or any of any rights hereunder. The Borrower may participate at its expense Landlord’s employees’, officers’, contractors’, or agents’ negligence or willful misconduct resulting in the defense of any such action personal injury or claimbodily harm.

Indemnity. The (a) . Borrower agrees to shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the Bankdirectors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each legal entityother Person, if any, who controlsControls Lender, is controlled by its Affiliates or is under common control with any of the Bankforegoing (each, and each of their respective directors, officers and employees (the an “Indemnified PartiesParty”), and to defend and hold each Indemnified Party harmless from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the reasonable fees and charges disbursements of internal or external counsel with whom any for an Indemnified Party may consult 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 expenses of appellate levels, investigation and laboratory fees, consultant fees and litigation and preparation therefor) which any Indemnified Party may incur or which expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party by (collectively, the “Indemnified Liabilities”) in any personmanner, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with relating to or arising out of or relating to by reason of the matters referred to in this Note Loan, including: (i) any breach by Borrower of its obligations under, or in the other any misrepresentation by Borrower contained in, any Loan Documents or Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any advance hereunder, whether (a) arising from information provided by or incurred in connection with any breach on behalf of a representation, warranty or covenant by the Borrower, or contained in any documentation approved by Borrower; (biv) 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 resulting from related to such Hazardous Substance; (x) any suit, action, claim, proceeding or governmental investigation, pending lawsuit brought or threatened, whether based on statute, regulation or ordersettlement reached, or tortgovernment 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 contract any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or otherwiseany Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, before however, that Borrower shall not have any court or governmental authority; provided that such indemnity shall not, as obligation to any Indemnified Party, be available Party hereunder (A) to the extent that it is finally judicially determined that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arise from the gross negligence negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (yB) result from 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 claim brought by 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 provided that Borrower against an 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 Indemnified Party for breach in bad faith by reason of such the application of this Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionParty until paid. The indemnity agreement contained in obligations and liabilities of Borrower under this Section 5.30 shall survive the termination of this Note, payment Term and the exercise by Lender of any advance hereunder and of its rights or remedies under the assignment Loan Documents, including the acquisition of any rights hereunder. The Borrower may participate at its expense the Property by foreclosure or a conveyance in the defense lieu of any such action or claimforeclosure.

Indemnity. The Borrower agrees Tenant agrees, whether or not the transactions contemplated by this Project Lease, the Site Lease, the Bonds or the Bond Agreement are consummated, to indemnify each and hold harmless the Issuer and its officers, directors, officials, employees and agents, including the Bank as assignee of the BankIssuer's rights under this Project Lease, each legal entity, if any, who controls, is controlled by or is under common control with and the Bank, Owner and each of their respective its officers, directors, officers employees and employees agents (any or all of the “foregoing referred to hereafter as "Indemnified Parties”Persons"), and to defend and hold each Indemnified Party harmless from and against any and all claims, actions, suits, proceedings, expenses, judgments, damages, lossespenalties, liabilities fines, assessments, liabilities, charges or other costs (including, without limitation, all attorneys' fees and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with enforcing this Project Lease or collecting any breach of a representationsums due hereunder and any claim or proceeding or any investigations undertaken hereunder) relating to, warranty or covenant by the Borrowerresulting from, or in connection with (a) any cause in connection with the Project, including, without limitation, the acquisition, design, construction, installation, equipping, operating, maintenance or use thereof; (b) arising out any act or omission of the Tenant or resulting from any suitof its agents contractors, actionservants, claimemployees or licensee in connection with the use or operation of the Project; (c) any cause in connection with the issuance and sale of the Bonds, proceeding (d) a misrepresentation or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court breach of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought warranty by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations Tenant hereunder or under any of the documents executed by the Tenant in connection with this Project Lease, or (e) any violation by the Tenant of any of its covenants hereunder or under any of the other Loan Documentdocuments executed by the Tenant in connection with the Bonds or this Project Lease. This indemnity is effective only with respect to any loss incurred by any Indemnified Person not due to willful misconduct, if gross negligence, or bad faith on part of such Indemnified Person. In case any action or proceeding shall be brought against one or more Indemnified Person and with respect to which such Indemnified Person may seek indemnity as provided herein, such Indemnified Person shall promptly notify the Borrower has obtained a final Tenant in writing and non-appealable judgment in its favor on the Tenant shall promptly assume the defense thereof, including the employment of counsel reasonable satisfactory to such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive Indemnified Person or Indemnified Persons, the termination of this Note, payment of any advance hereunder all expenses and the assignment of right to negotiate and consent to settlement; but the failure to notify the Tenant as provided shall not relieve Tenant from any rights hereunder. The Borrower may participate at its expense in the defense of any liability or duty under this Section, so long as Tenant is given reasonable opportunity to defend such action or claim.

Indemnity. The Borrower In the event that any shares of Common Stock owned by the Executive are offered or sold by means of a registration statement pursuant to Section 16 or 17 hereof, the Company agrees to indemnify and hold harmless the Executive and each of the Bank, each legal entityperson, if any, who controls, is controlled by controls or is under common may control with the Bank, and each Executive within the meaning of their respective directors, officers and employees the Act (the “Executive and any such other persons being hereinafter referred to individually as an "Indemnified Parties”), Person" and to defend and hold each collectively as "Indemnified Party harmless Persons") from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, lossesliabilities, liabilities costs and expenses (including all expenses, including, without limitation, interest, penalties and reasonable attorneys fees and charges of internal disbursements, asserted against, resulting to, imposed upon or external counsel with whom any incurred by such Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur Person, jointly or which may be asserted against any Indemnified Party by any personseverally, entity directly or governmental authority indirectly (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters hereinafter referred to in this Note or Section 18(f) in the other Loan Documents or singular as a "claim" and in the use of any advance hereunderplural as "claims"), whether (a) arising from or incurred in connection with any breach of a representationbased upon, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suituntrue statement or alleged untrue statement of a material fact contained in the registration statement, action, claim, proceeding any preliminary or governmental investigation, pending or threatened, whether based on statute, regulation or orderfinal prospectus contained therein, or tortany amendment or supplement thereto, or contract any document incident to registration or otherwisequalification of any such shares, before or any court omission or governmental authority; provided alleged omission to state therein a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Act of any state securities or Blue Sky Laws, except insofar as such claim is based upon, arises out of or results from information developed or certified by the Executive for use in connection with the registration statement or arises out of or results from the omission of information and known to the Executive prior to the violation or alleged violation, provided, that the maximum amount of liability in respect of such indemnity indemnification shall notbe limited, in the case of the Company or the Executive, respectively, to an amount equal to the net proceeds actually received by the Company or the Executive, respectively, from the sale of such shares effected pursuant to such registration. The Executive agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls or may control the Company within the meaning of the Act (the Company, its officers and directors, and any such persons also being hereinafter referred to individually in this context as an "Indemnified Person" and collectively as "Indemnified Persons") from and against all claims based upon, arising out of, or resulting from any untrue statement of a material fact contained in the registration statement, or any omission to any Indemnified Partystate therein a material fact necessary in order to make the statement made therein, be available in the light of the circumstances under which they were made, not misleading, to the extent that such claimsclaim is based upon, damagesarises out of, lossesor results from information developed or certified by the Executive for use in connection with the registration statement or arises out of, liabilities or expenses (x) are determined by a court results from an omission of competent jurisdiction by final and non-appealable judgment information known to the Executive prior to the violation or alleged violation. The indemnifications set forth herein shall be in addition to any liability the Company or the Executive may otherwise have resulted from to the gross negligence or willful misconduct Indemnified Persons. Promptly after actually receiving definitive notice of any claim in respect of which an Indemnified Person may seek indemnification under this Section 18(f), such Indemnified Party Person shall submit written notice thereof to either the Company or the Executive, as the case may be (sometimes being hereinafter referred to as an "Indemnifying Person"). The omission of the Indemnified Person to so notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (a) such liability was caused or increased by such omission, or (yb) result from a claim brought the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. In addition, the Borrower against an omission of the Indemnified Party for breach in bad faith Person to notify the Indemnifying Person of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive not relieve the termination of this Note, payment of Indemnifying Person from any advance hereunder and the assignment of any rights liability it may have otherwise than hereunder. The Borrower may participate at Indemnifying Person shall have the right to undertake, by counsel or representatives of its expense in own choosing, the defense defense, compromise or settlement (without admitting liability of the Indemnified Person) of any such action claim asserted, such defense, compromise or settlement to be undertaken at the expense and risk of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, whom counsel for the Indemnifying Person shall keep informed and consult with in a reasonable manner. In the event the Indemnifying Person shall elect not to undertake such defense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person shall undertake the defense, compromise or settlement (without admitting liability of the Indemnified Person) thereof on behalf of and for the account and risk of the Indemnifying Person by counsel or other representatives designed by the Indemnified Person. In the event that any claim shall arise out of a transaction or cover any period or periods wherein the Company and the Executive shall each be liable hereunder for part of the liability or obligation arising therefrom, then the parties shall, each choosing its own counsel and bearing its own expenses, defend such claim, and no settlement or compromise of such claim may be made without the joint consent or approval of the Company and the Executive. Notwithstanding the foregoing, no Indemnifying Person shall be obligated hereunder with respect to amounts paid in settlement or any claim if such settlement is effected without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld).

Indemnity. The Borrower agrees to indemnify each To the fullest extent permitted by law and at its own cost and expense, Provider shall defend, indemnify, and save harmless XX Xxxxx Realty Corp., XX Xxxxx Management, LLC, the Building’s landlord, any fee owner of the Bank, each legal entity, if any, who controls, is controlled realty and/or improvement upon the realty by or is under common control with the BankBuilding, and each of their respective directors, officers and employees shareholders, partners, officers, members, affiliates, subsidiaries, managers, employees, companies, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, firms, trusts, trustees, successors, assigns, mortgagees and/or other designees, including but not limited to those listed on the Addendum annexed (collectively, the “Indemnified PartiesSLG Entities”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damagesdemands, suits, actions, proceedings, liabilities, judgments, awards, losses, liabilities damages, costs and expenses (expenses, including all reasonable attorneys’ fees and charges expenses, on account of internal bodily or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur personal injury, sickness, disease, or which may be asserted against any Indemnified Party death sustained by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf persons, or injury or damage to or destruction of the Borrower)any property, including, without limitation, loss of use thereof, directly or indirectly arising out of or in connection with or arising out of or relating to the matters referred to in this Note acts or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred omissions in connection with or pursuant to this Agreement, Provider shall and does hereby assume and agrees to pay for the defense of all such claims, demands, suits and proceedings. If any breach of a representationsuch suit, warranty action or covenant by proceeding is brought against the BorrowerSLG Entities, Provider, upon notice from the SLG Entities, shall, at Provider’s sole expense, resist or (b) arising out of or resulting from any defend such suit, action, claimor proceeding by counsel reasonably acceptable to the SLG Entities. If for any reason any part of this indemnification shall be in contravention of any statute, proceeding or governmental investigation, pending or threatened, whether based on statuteordinance, regulation or orderrule, or tort, or contract or otherwise, before any decision of any court or governmental authority; provided that such indemnity adjudicatory body, then this indemnification provision shall not, as to any Indemnified Party, be available survive to the fullest extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimpermitted thereby.

Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, L/C Issuer and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend its correspondents and hold each Indemnified Party them harmless from and against any and all claims, damages, losses, liabilities liabilities, penalties, actions, judgments, suits, costs, expenses and reasonable out-of-pocket expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) whatsoever which any Indemnified Party they may incur or which may be asserted against any Indemnified Party suffer by any person, entity reason of or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with the execution and delivery or arising out assignment of or relating payment or presentation under any Letter of Credit or any action taken or omitted to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection be taken with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as respect to any Indemnified PartyLetter of Credit, be available except only if and to the extent that any such claims, damages, losses, liabilities liabilities, penalties, actions, judgments, suits, costs, expenses or expenses (x) are 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 believed to be genuine by it in accordance with the terms of such Letter of Credit as 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 sight draft presented pursuant to any Letter of Credit whether or 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 L/C Issuer or such correspondent). Upon written demand accompanied by reasonable documentation with respect to any reimbursement, indemnification or any other amount under this 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 expiration or termination of 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 willful misconduct or gross negligence of the L/C Issuer as determined by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct order of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.

Indemnity. The Borrower Company and Uptick agrees to indemnify each of the Bankindemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bankdefend, and hold harmless each of their respective other and its affiliates, directors, officers officers, counsel, employees, agents, members, managers, successors, assigns, and employees controlling persons (as defined in the Act) (each, an “Indemnified PartiesParty”), and to defend and hold each Indemnified Party harmless ) from and against any and all losses, claims, damages, lossescosts, expenses, and liabilities and expenses (including all fees any investigatory, legal, and charges of internal or external counsel with whom any other expenses incurred as they are incurred by an Indemnified Party may consult and all expenses of litigation and preparation thereforin connection with preparing for or defending any action, claim, or proceeding, whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may incur become subject or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with liable relating to or arising out of (a) the Agreement or relating the services to be performed under the matters Agreement or any agreement between the parties to this Agreement, (b) any transactions referred to in this Note the Agreement or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) transactions arising out of the transactions contemplated by the Agreement, (c) any inaccuracy in or resulting from breach in the representations and warranties of the Company contained in this Agreement, and (d) any suitfailure of the Company to perform its obligations under this Agreement, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that the Company and Uptick shall not be liable to an Indemnified Party in any such indemnity shall not, as to any Indemnified Party, be available case to the extent that any such claimsIndemnifiable Loss is found in a final, damages, losses, liabilities or expenses (x) are determined nonappealable judgment by a court of competent jurisdiction by final and non-appealable judgment to have resulted as a direct and proximate cause from the willful misconduct or gross negligence or willful misconduct of such an Indemnified Party. No Indemnified Party shall be liable, responsible, or accountable in damages and costs and expenses (yincluding attorneys’ fees) under this Agreement except for any liability for losses, claims, damages, or liabilities finally judicially determined to have resulted solely and exclusively from actions taken or omitted to be taken as a direct result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder gross negligence or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimwillful misconduct.

Indemnity. The Borrower (a) Hertz agrees to indemnify each of the Bankindemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bankhold harmless, and each of their defend the QI, its respective agents, officers, directors, officers employees, members and employees affiliates (the each a “Indemnified PartiesQI Indemnitee”), and to defend and hold each Indemnified Party harmless ) from and against any and all claims, damages, losses, liabilities liabilities, costs and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred suffered in connection with any breach of a representation, warranty claims or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available actions to the extent that 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 claims, damages, losses, liabilities liabilities, costs or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or (y) result orders made or purported to be made in accordance with, or from a claim brought by actions taken in good faith and in reliance upon the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination provisions of this NoteAgreement. This indemnity shall include any and all claims arising from or in connection with the presence, payment release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any 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 advance hereunder property, including the rental and the assignment use of any rights hereunder. The Borrower may participate equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this 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 defend the claim at its expense in 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 any such action third party claims or claimactions. The QI Indemnitee agrees to consult and cooperate to the extent reasonably deemed necessary by Hertz in such defense.

Indemnity. (a) The Borrower Corporation (the “Indemnitor”) hereby agrees to indemnify each of and hold the BankAgent, each legal entity, if any, who controls, is controlled by and its subsidiaries or is under common control with the Bankaffiliates, and each of their respective directors, officers officers, employees and employees agents (hereinafter referred to as the “Indemnified PartiesPersonnel”), and to defend and hold each Indemnified Party ) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, lossesliabilities or actions arise out of or are based, liabilities directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and expenses (including all fees and charges of internal its Personnel hereunder, or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), otherwise in connection with or arising out of or relating to the matters referred to in this Note or Agreement (including the aggregate amount paid in the other Loan Documents or the use reasonable settlement of any advance hereundersuch actions, whether (a) arising from suits, investigations, proceedings or incurred in connection with any breach of a representationclaims that may be made against the Agent and/or its Personnel, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not, as to any Indemnified Party, be available not apply to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by in a final and judgment that has become non-appealable judgment shall determine that: (i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and (ii) the expenses, 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 (i). Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or 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 one hand and the Agent or any Personnel on the other hand but also the relative fault of the 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 resulted 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 gross negligence or willful misconduct Indemnitor, the Agent will notify the Indemnitor in writing of such Indemnified Party or (y) result from a claim brought 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. However, the failure by the Borrower against an Indemnified Party for breach in bad faith Agent to notify the Indemnitor will not relieve the Indemnitor of such Indemnified Party’s its obligations hereunder or under to indemnify the Agent and/or any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionPersonnel. 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 their own separate counsel at the Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel. (e) The indemnity agreement contained and contribution obligations of the Indemnitor shall be in this Section 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 completion of professional services rendered under this Agreement or any termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. (i) The Borrower Mortgagor agrees to indemnify indemnify, pay and hold harmless the Mortgagee and each of the Bankother Secured Parties and the officers, each legal entitydirectors, if anyemployees, who controls, is controlled by or is under common control with agents and Affiliates of the Bank, Mortgagee and each of their respective directorsthe other Secured Parties (collectively, officers and employees (the “Indemnified PartiesIndemnitees”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsother liabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including all including, without limitation, the reasonable fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred for such Indemnitees in connection with any breach of a representationinvestigative, warranty administrative or covenant by the Borrowerjudicial proceeding, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending commenced or threatened, whether based on statuteor not such Indemnitee shall be designated a party thereto), regulation which may be imposed on, incurred by or orderasserted against that Indemnitee, in any manner relating to or tortarising out hereof, the Indenture, the Notes, any other Collateral Document or contract 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 otherwiseany other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, before any court or governmental authority; provided however, that such indemnity the Mortgagor shall not, as have no obligation to any an Indemnitee hereunder with respect to Indemnified Party, be available Liabilities to the extent that such claims, damages, losses, liabilities or expenses it has been determined by a final decision (xafter all appeals and the expiration of time to appeal) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted that such Indemnified Liabilities arose from the gross negligence or willful misconduct of such that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Mortgagor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Party or (y) result from a claim brought Liabilities incurred by the Borrower against an Indemnified Party for breach in bad faith Indemnitees or any of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimthem.

Indemnity. The Borrower Licensee hereby agrees to indemnify each indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of the BankTSRI and their trustees, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers officers, employees, scientists, agents, successors, assigns and employees other representatives (collectively, the “Indemnified PartiesIndemnitees”) from and against all claims, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees (collectively, “Losses”), and with respect to defend and hold each Indemnified Party harmless from and against any and all claimsthird party claim, damageswhether or not a lawsuit or other proceeding is filed (collectively “Claim”), lossesthat 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, liabilities and expenses sold or distributed by Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto; (including all fees and charges c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of internal any Licensed Product by or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of Licensee or any of its Sublicensees; (d) the Borrower)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 matters referred to actions referenced above in this Note or in the other Loan Documents or the use of any advance hereunder, whether sub-clauses (a) arising from or incurred in connection with — (f) are proximately caused by the breach by TSRI of any breach of a warranty, representation, warranty covenant or covenant 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 Borroweritems 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 (biii) arising out 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 or resulting from any suitsuch Claim as soon as reasonably practicable after it receives notice of such Claim, actionshall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available subject to the extent that such claimslimitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, damages, losses, liabilities or expenses and shall cooperate as reasonably requested (xat the expense of Licensee) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense 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 action Claims. If Licensee assumes direction and control of defense of the Claim, no Indemnitee shall agree to any 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 that case, Licensee shall reimburse Indemnitees for all of their reasonable and documented attorney’s fees, costs and damages incurred in settling or claimdefending such Claims within thirty (30) days after receipt of any invoice therefor from such Indemnitee. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees.

Indemnity. The (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 each of indemnify, exonerate, defend, pay, and hold harmless the BankAgent-Related Persons, each legal entitythe Sustainability Structuring Agent Related Persons, if any, who controls, is controlled by or is under common control with the BankLender-Related Persons, and each of their respective directorsParticipant (collectively, officers and employees (the “Indemnified PartiesIndemnitees” and individually as “Indemnitee”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and expenses actions, causes of action, judgments, suits, claims (including all Environmental Claims), costs (including the costs of any investigation, cleanup, removal or other response action necessary to remove, remediate, clean up or xxxxx any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), 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 out of (i) the Commitments, the use or intended use of the proceeds 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 matters referred payment of principal and interest and fees, (B) relating to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the BorrowerErroneous Payment, or (bC) arising out of the filing or resulting from recordation of any suitof 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, actionthe “Indemnified Liabilities”); provided, claimhowever, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity the Borrower shall not, as have no obligation hereunder to any Indemnified Party, be available Indemnitee to the extent that such claims, damages, losses, liabilities or expenses (x) Indemnified Liabilities are determined found in a final non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or (y) result from Indemnitee. Each Indemnitee will promptly notify the Borrower of each event of which it has knowledge which may give rise to a claim brought by under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower against an shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Party for breach in bad faith Liabilities that is permissible under applicable law. The obligations of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in under this Section 8.2 shall survive the termination of this Note, payment of any advance hereunder Agreement and the assignment discharge of any rights the Borrower’s other obligations hereunder. The Borrower may participate at its expense in the defense of any such action or claim.

Indemnity. (a) The Borrower agrees to shall indemnify each Credit Party, each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with Joint Bookrunners and Joint Lead Arrangers named on the Bankcover page hereof, and each of their respective directors, officers and employees Related Party thereof (the each such Person being called an “Indemnified PartiesPerson”)) against, and to defend and hold each Indemnified Party Person harmless from and against from, any and all losses, claims, damages, losses, liabilities and expenses (related expenses, including all fees the reasonable fees, charges and charges disbursements of internal or external any counsel with whom for any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur Person, incurred by or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)Person arising out of, in connection with with, or arising out as a result of (1) the execution or relating delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties to the matters referred to in this Note or in the other Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any other transactions contemplated thereby, (1) any Loan or Letter of Credit or the use of the proceeds thereof, (1) any advance hereunder, whether (a) arising actual or alleged presence or release of Hazardous Materials on or from any property owned or incurred in connection with any breach of a representation, warranty or covenant operated by the BorrowerBorrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries or (b1) arising out of any actual or resulting from any suit, action, prospective claim, litigation, investigation or proceeding or governmental investigation, pending or threatenedrelating to any of the foregoing, whether based on statutecontract, regulation tort or orderany other theory and regardless of whether any Indemnified Person is a party thereto, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified PartyPerson, be available to the extent that such losses, claims, damages, losses, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party 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 last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) result from a claim brought if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of 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 of the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or and the Lenders under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section 11.10 shall survive the termination of this Note, the Commitments and the payment of any advance hereunder the Loans and the assignment 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 rights hereunder. The Borrower may participate at its expense in Loan Document or any agreement, instrument or other document contemplated thereby, the defense transactions contemplated hereby or any Loan or any Letter of any such action Credit or claimthe use of the proceeds thereof.

Indemnity. (a) The Borrower Company agrees to indemnify each of that it will defend, indemnify, reimburse and hold harmless the BankRoyalty Holder, each legal entityits affiliates and their directors, if anypartners, who controlsmanagers, is controlled by or is under common control with members, owners, principals, shareholders, officers, employees, agents, consultants, representatives, successors and assigns (collectively the Bank“indemnified parties”), and each of their respective directorsthem, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claimsany and all liabilities, obligations, losses, damages, lossespenalties, liabilities and expenses (actions, judgments, fines, suits, costs, charges, claims, Taxes, expenses, payments or disbursements of any kind whatsoever, including all attorneys’ fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or expenses, which may be asserted made or brought against any Indemnified Party by any personthe Royalty Holder or which it may sustain, entity pay or governmental authority (including any person incur that howsoever result from or entity claiming derivatively relate to operations or activities conducted on behalf or in respect of the Borrower), in connection with Property or arising out of that result from or relating relate to the matters referred to in this Note mining, handling, transportation, smelting or in refining of the other Loan Documents Products or the use handling or transportation of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or Products. (b) arising out Without limiting the generality of the foregoing provisions, the Company hereby agrees to indemnify, defend and hold harmless the indemnified parties from and against any and all administrative, regulatory or resulting from any suitjudicial actions, actionsuits, claimdemands, proceeding claims, liens, notices of non-compliance or governmental investigationviolation, pending or threatenedinvestigations, whether based on statuteinspections, regulation or orderinquiries, or tortproceedings, or contract or otherwiselosses, before any court or governmental authority; provided that such indemnity shall notcosts, as to any Indemnified Party, be available to the extent that such claimsexpenses, damages, lossesclaims and liabilities (collectively, liabilities “Environmental Claims”) incurred by any indemnified party relating in any way to the Property and any applicable laws (including Environmental Laws) or expenses any permit, license, bond or other governmental authorization with respect to the Property, or any part thereof, including without limitation, as a result of: (xi) are determined by a court any breach or violation of competent jurisdiction by final Environmental Laws which relates to the Property or the business, operations or activities of the Company; (ii) any release, presence, use, creation, transportation, storage or disposal of Hazardous Materials which relate to the Property or the business, operations or activities of the Company; or (iii) any claim or order for any clean-up, restoration, detoxification, reclamation, repair or other securing or remedial action which relates to the Property or the business, operations or activities of the Company. (c) The indemnity provided in Section 9(a) is limited to claims, demands, liabilities, actions and non-appealable judgment to have resulted from the gross negligence proceedings that may be made or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower taken against an Indemnified Party for breach indemnified party its capacity as or related to the Royalty Holder as a holder of the Royalty and will not include any indemnity in bad faith respect of such Indemnified Party’s obligations hereunder or under any claims, demands, liabilities, actions and proceedings against an indemnified party in any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court capacity. (d) The indemnification provisions of competent jurisdiction. The indemnity agreement contained in this Section 9 shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimAgreement.

Indemnity. The Borrower agrees to (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of the BankAgent, each legal entity, if any, who controls, is controlled by or is under common control with the BankLenders and their respective Affiliates, and each of their such Person’s respective officers, directors, officers employees, attorneys, agents and employees representatives (the each, an “Indemnified PartiesPerson”), and to defend and hold each Indemnified Party harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including all reasonable attorneys’ fees and charges disbursements and other costs of internal investigation or external counsel with whom defense, including those incurred upon any Indemnified Party may consult and all expenses of litigation and preparation thereforappeal) which any Indemnified Party may incur or which that may be instituted or asserted against any Indemnified Party or incurred by any personsuch Indemnified Person as the result of credit having been extended, entity suspended or governmental authority (including any person or entity claiming derivatively on behalf terminated under this Agreement and the other Loan Documents and the administration of the Borrower)such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or relating failures to the matters referred to act in this Note or in the other Loan Documents or the use connection therewith, and legal costs and expenses arising out of any advance hereunder, whether (a) arising from or incurred in connection with disputes between or among any breach parties to any of a representationthe Loan Documents (other than disputes between and among Agent/or the Lenders arising when no Event of Default has occurred and is continuing) (collectively, warranty or covenant by “Indemnified Liabilities”); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the Borrower, or (b) arising out of or resulting from extent that any such suit, action, proceeding, claim, proceeding damage, loss, liability or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided expense results from that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Person’s gross negligence or willful misconduct misconduct; and, provided further, that any obligations of such the Credit Parties to the Indemnified Party or (y) result from a claim brought Persons with respect to Environmental Liabilities and Hazardous Materials shall be governed exclusively by the Borrower against an Indemnified Party for breach in bad faith terms and provisions of such Indemnified Party’s obligations hereunder the Environmental Indemnity Agreement and not by the terms and provisions of this Section 1.13 or under any other term and provision of this Agreement or any other Loan DocumentDocument other than the Environmental Indemnity Agreement. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of any borrowing, conversion into or continuation of LIBOR Loans after Borrower has given notice requesting the same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing. Such indemnification shall include any loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a final Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and non-appealable judgment having a maturity comparable to the relevant LIBOR Period; provided, that each Lender may fund each of its LIBOR Loans in its favor on such claim as determined by a court any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of competent jurisdictionamounts payable under this subsection. The indemnity agreement contained in this Section This covenant shall survive the termination of this NoteAgreement and the payment of the Notes and all other amounts payable hereunder. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to this Section 1.13(b), and such calculation shall be presumed to be correct unless Borrower shall object in writing within twenty (20) Business Days of receipt thereof, specifying the basis for such objection in detail. The payment of any advance hereunder and the assignment amounts due under this Section 1.13(b) by Borrower as a result of any rights hereunder. The Borrower may participate at its expense of the events described in the defense clause (i) (other than as a result of acceleration following an Event of Default), clause (iii) or clause (iv) above shall constitute a cure of any Default or Event of Default arising solely from such action or claimevents.

Indemnity. The In addition to all of the Borrower’s other Indebtedness under this Agreement, the Borrower agrees to indemnify each of defend, protect, indemnify, pay and hold harmless the BankLender and its officers, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers employees, attorneys, consultants, agents and employees affiliates (collectively, the “Indemnified PartiesIndemnitees”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimslosses, damages, lossesliabilities, liabilities obligations, penalties, fees, costs, and expenses (including all fees including, without limitation, attorneys’ and charges paralegals’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the initial loan disbursement hereunder, whether direct, indirect or consequential, as a result of internal or external counsel with whom arising from or relating to any Indemnified Party may consult and all expenses of litigation and preparation therefor) which suit, investigation, action or proceeding by any Indemnified Party may incur Person, whether threatened or which may be asserted initiated, asserting a claim for any legal or equitable remedy against any Indemnified Party Person under any statute or regulation (other than suits or other actions by Borrower against an Indemnitee), including, without limitation, any personfederal or state securities or labor laws, entity or governmental authority (including under any person federal, state or entity claiming derivatively on behalf local environmental, health or safety laws, regulations, or common law principles, arising from or in connection with the past, present or future operations of the Borrower, any of its Subsidiaries or its predecessors in interest, or the past, present or future environmental condition of the Real Property), in connection with or arising out the presence of or relating to any Hazardous Materials on the matters referred to in this Note or in the other Loan Documents Real Property, or the use release or threatened release of any advance hereunderHazardous Materials into the environment from the Real Property, whether (a) or under any common law or equitable cause or otherwise, arising from or incurred in connection with any breach of a representationthe following: (i) the negotiation, warranty preparation, execution or covenant performance of this Agreement or of any document executed in connection with the transactions contemplated by this Agreement, (ii) the BorrowerLender’s furnishing of funds to the Borrower under this Agreement, including, without limitation, the management of the Loans, or (biii) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available matter relating to the extent that financing transactions contemplated by this Agreement or by any document executed in connection with the transactions contemplated by this Agreement (collectively, the “Indemnified Matters”), provided, however, the Borrower shall not be liable to indemnify any Indemnitee for claims arising as a result of such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Indemnitee’s gross negligence or willful misconduct misconduct. Such indemnification for all of such Indemnified Party the foregoing losses, damages, liabilities, obligations, fees, penalties, costs and expenses of Lender shall be part of the Indebtedness. In no event shall the Lender be liable to Borrower for indirect, special, consequential or (y) punitive damages as a result of or arising from a claim brought or relating to any suit, investigation, action or proceeding by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimLender.

Indemnity. The Borrower (a) Ultragenyx agrees to indemnify each of the Bankindemnify, each legal entity, if any, who controls, is controlled by or is under common control with the Bankhold harmless, and each of their respective directors, officers defend Buck and employees the Buck Parties (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and as defined below) against any and all claims, damagesactions, lossesproceedings, liabilities liability, loss, damage, cost or expense (including reasonable attorney’s fees and expenses and cost of investigation) (including all fees and charges of internal “Claim”) with respect to any matter arising from, resulting from, or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating connected to the matters referred to in this Note or in the other Loan Documents Agreement or the use of any advance hereunderthe Facility by Ultragenyx and its Agents, whether (a) and such defense and indemnity shall include and extend, without limitation, to: Claims caused by or allegedly caused by the acts or omissions of Buck or the Buck Parties, unless these are shown to be due to their gross negligence of willful misconduct; and the research, development, manufacture, use or commercialization of products by or emanating from Ultragenyx, including all product liability or other claims for injury or death arising from the sale or incurred in connection with any breach use of a representationproducts sold by or on behalf of Ultragenyx, warranty or covenant by regardless of the Borrowertheory under which such claims are brought. Ultragenyx’s indemnification obligations shall extend to Buck, or its subsidiaries and affiliates and their respective officers, employees, Trustees, donors, volunteers, researchers, independent contractors, veterinary and medical doctors, agents, vendors, IACUC and directors (herein defined as “Buck Parties”). (b) Buck agrees to indemnify, hold harmless and defend Ultragenyx and the Ultragenyx Parties (as defined below) against any and all claims, actions, proceedings, liability, loss, damage, cost or expense (including reasonable attorney’s fees and expenses and cost of investigation) by a third party with respect to any matter arising out of or from, resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or orderfrom, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as connected to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Buck’s gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Partymisconduct. Buck’s obligations hereunder or under any other Loan Documentthis paragraph shall extend to Ultragenyx, if the Borrower has obtained a final its subsidiaries and non-appealable judgment in its favor on such claim affiliates and their respective officers, employees, directors, and consultants (herein defined as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim“Ultragenyx Parties”).

Indemnity. The Borrower agrees to indemnify each Each of the BankPersons comprising Tenant shall jointly and severally indemnify, each legal entitydefend, if anyprotect, who controlssave, is controlled by or is under common control with the Bankhold harmless, and each reimburse Landlord or any Affiliate of their respective directorsLandlord for, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claimsactual out-of-pocket costs, losses (including, losses of use or economic benefit or diminution in value), liabilities, damages, lossesassessments, liabilities lawsuits, deficiencies, demands, claims and expenses (including all fees and charges of internal collectively, “Environmental Costs”) (whether or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or not arising out of third party claims and regardless of whether liability without fault is imposed, or relating sought to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunderbe imposed, whether (aon Landlord) arising from or incurred in connection with any breach of a representationwith, warranty or covenant by the Borrower, or (b) arising out of, resulting from or incident to, directly or indirectly, in each case before or during (but not if first occurring after) the Term (i) the production, use, generation, storage, treatment, transporting, disposal, discharge, Release or other handling or disposition of any Hazardous Substances from, in, on or under the Leased Property or any portion thereof (collectively, “Handling”), including the effects of such Handling of any Hazardous Substances on any Person or property within or outside the boundaries of the Leased Property, (ii) the presence of any Hazardous Substances in, on or under the Leased Property and (iii) the violation of any Environmental Law. “Environmental Costs” include interest, costs of response, removal, remedial action, containment, cleanup, investigation, design, engineering and construction, damages (including actual and consequential damages) for personal injuries and for injury to, destruction of or resulting from loss of property or natural resources, relocation or replacement costs, penalties, fines, charges or expenses, reasonable attorney’s fees, reasonable expert fees, reasonable consultation fees, and court costs, and all amounts paid in investigating, defending or settling any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall notof the foregoing, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Partyapplicable. Tenant’s obligations indemnity hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this NoteLease, payment but in no event shall Tenant’s indemnity apply to Environmental Costs incurred in connection with, arising out of, resulting from or incident to matters first occurring after the later of (x) the end of the Term and (y) the date upon which Tenant shall have vacated the Leased Property and surrendered the same to Landlord, in each case to the extent such matters are not or were not caused by the acts or omissions of Tenant in breach of this Lease. Without limiting the scope or generality of the foregoing, Tenant expressly agrees that, in the event of a breach by Tenant in its obligations under Sections 32.1 through 32.3 that is not cured within any applicable cure period, Tenant shall reimburse Landlord for any and all reasonable costs and expenses incurred by Landlord in connection with, arising out of, resulting from or incident to (directly or indirectly, before or during (but not if first occurring after) the Term) the following: (a) investigating any and all matters relating to the Handling of any advance hereunder and Hazardous Substances, in, on, from or under the assignment Leased Property or any portion thereof; (b) bringing the Leased Property into compliance with all Legal Requirements, and (c) removing, treating, storing, transporting, cleaning-up and/or disposing of any rights hereunder. The Borrower may participate at its expense Hazardous Substances used, stored, generated, released or disposed of in, on, from, under or about the Leased Property or off-site other than in the defense ordinary course of the business conducted at the Leased Property and in compliance with applicable Legal Requirements. If any claim is made by Landlord for reimbursement for Environmental Costs incurred by it hereunder, Tenant agrees to pay such action or claimclaim promptly, and in any event to pay such claim within sixty (60) calendar days after receipt by Tenant of written notice thereof and any amount not so paid within such sixty (60) calendar day period shall bear interest at the Overdue Rate from the date due to the date paid in full.

Indemnity. The Borrower hereby agrees to indemnify each indemnify, pay and hold harmless the Administrative Agent, the Lenders and their respective Affiliates and the officers, directors, employees, trustees, agents, investment advisors, collateral managers, servicers, and counsel of the BankAdministrative Agent, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, Lenders and each of their respective directors, officers and employees Affiliates (collectively called the “Indemnified PartiesIndemnitees”), and to defend and hold each Indemnified Party harmless ) from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities actions, judgments, suits, claims, costs, expenses and expenses disbursements of any kind or nature whatsoever (including all the reasonable fees and charges disbursements of internal counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or external counsel with whom judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any Indemnified Party may consult such proceeding initiated by or on behalf of a Credit Party, and all the reasonable expenses of litigation investigation by engineers, environmental consultants and preparation thereforsimilar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by the Administrative Agent or Lenders) which asserting any Indemnified Party may incur or right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against any Indemnified Party by any person, entity such Indemnitee as a result of or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with the transactions contemplated hereby or by the other Financing 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 the Borrower, any other Credit Party or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (B) arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use offsite disposal of any advance hereunder, whether (a) arising from materials generated or incurred in connection with present on any breach of a representation, warranty or covenant by the Borrower, such property or (bC) arising out of or resulting from the environmental condition of any suit, action, claim, proceeding such property or the applicability of any governmental investigation, pending or threatenedrequirements relating to Hazardous Materials, whether based on statuteor not occasioned wholly or in part by any condition, regulation accident or orderevent caused by any act or omission of the Borrower or any other Credit Party, (ii) the Transactions and (iii) proposed and actual extensions of credit under this Agreement) and the use or tort, or contract or otherwise, before any court or governmental authorityintended use of the proceeds of the Loans; provided that such indemnity shall not, as to any Indemnified PartyIndemnitee, be available to the extent that such claimsliabilities, losses, damages, losses, liabilities claims or out-of-pocket expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or of any of its Related Indemnified Party or Persons (y) result from a claim brought as determined by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by of a court of competent jurisdiction). The indemnity agreement contained To the extent that the undertaking set forth in this Section the immediately preceding sentence may be unenforceable, the Borrower shall survive contribute the termination 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. For purposes of this Noteparagraph, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.“

Indemnity. The In addition to all other Indebtedness, the Borrower agrees to defend, protect, indemnify each of and hold harmless the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the BankLenders, and each all of their its respective Affiliates, Subsidiaries, officers, directors, officers employees, attorneys, accountants, consultants, agents and employees any controlling Persons (collectively the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless ) from and against any and all losses, claims, damages, lossesliabilities, liabilities obligations, penalties, fees, costs, expenses and expenses settlement agreements, joint and several (including all fees including, without limitation, reasonable attorneys’ and charges of internal or external counsel with whom any Indemnified Party may consult paralegals’ fees, costs and all expenses of litigation and preparation thereforexpenses) which any Indemnified Party may incur or which may be asserted against any Indemnified Party incurred by any personof the Indemnified Parties, entity whether prior to or governmental authority from and after the date hereof, as a result of or arising from or relating to (including i) the Commitment Letter, (ii) any person or entity claiming derivatively on behalf due diligence effort (including, without limitation, public record search, recording fees, examinations and investigations of the properties of the Borrower, each Domestic Subsidiary, each Foreign Subsidiary, the Borrower’s operations, each Domestic Subsidiary’s operations, each Foreign Subsidiary’s operations and the Collateral), negotiation, preparation, execution and/or performance of any of the Loan Documents or of any document executed in connection with or arising out the transactions contemplated thereby and the perfection of or relating to the matters referred to in this Note or Lender’s Liens in the other Collateral, maintenance of the Loan by the Lenders, and any and all amendments, modifications, and supplements of any of the Loan Documents or restructuring of the use of Indebtedness, (iii) any advance hereundersuit, investigation, action or proceeding by any Person, whether (a) threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute, regulation or common law principle, arising from or incurred in connection with any breach of a representationthe Loan Documents and/or Lender’s furnishing of funds to the Borrower under this Loan Agreement, warranty (iv) the Lenders’ preservation, administration and enforcement of its rights under the Loan Documents and applicable law, including the reasonable fees of the outstanding Indebtedness as attorneys fees if collected by or covenant through an attorney at law and disbursements of counsel for the Lenders in connection therewith, whether suit be brought or not and whether incurred at trial or on appeal, and all costs of repossession, storage, disposition, protection and collection of Collateral, (v) periodic field exams, audits and appraisals performed by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall notLenders, as to permitted herein; and/or (vi) any Indemnified Party, be available matter relating to the extent that financing transactions contemplated by the Loan Documents or by any document executed in connection with the transactions contemplated thereby, other than for such claimsloss, damagesdamage, lossesliability, liabilities obligation, penalty, fee, cost or expenses (x) are determined by a court expense, any of competent jurisdiction by final and non-appealable judgment to have resulted which arise from the an Indemnified Parties’ gross negligence or willful misconduct of such misconduct. No Indemnified Party shall be liable for any direct or (y) result consequential damages that arise from a claim brought or are related to the Commitment Letter, this Loan Agreement or any of the Loan Documents. All obligations for indemnification hereunder for all of the foregoing losses, damages, liabilities, obligations, penalties, fees, costs and expenses shall be part of the Indebtedness, secured by the Borrower Collateral, and chargeable against an Indemnified Party for breach in bad faith the loan accounts of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdictionBorrower. The indemnity agreement contained in this Section herein shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimLoan Agreement.

Indemnity. The Borrower Subject to the conditions set forth below, Vector agrees to indemnify and hold harmless the Buyer, its officers, directors, partners, employees, agents, and counsel, and each of the Bank, each legal entityperson, if any, who controlscontrols the Buyer within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claimsloss, damagesliability, lossesclaim, liabilities damage, and expenses expense whatsoever (including which shall include, for all purposes of this Article XI, but not be limited to, attorneys' fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur expense whatsoever incurred in investigating, preparing, or which may be asserted defending against any Indemnified Party by litigation, commenced or threatened, or any personclaim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of of, resulting from, based upon, or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a any representation, warranty or covenant by the Borrowerwarranty, covenant, or (bagreement of Vector contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability Vector may otherwise have, including liabilities arising under this Agreement. The Buyer agrees to indemnify and hold harmless Vector, its officers, directors, partners, employees, agents, and counsel and each person, if any, who controls Vector within the meaning of Section 15 of the 1933 Act or Section 20(a) arising out of or resulting from the 1934 Act against any suitand all loss, actionliability, claim, proceeding damage, and expense whatsoever (which shall include, for all purposes of this Article XI, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or governmental investigationdefending against any litigation, pending commenced or threatened, whether or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred, arising out of, resulting from, based on statute, regulation or orderupon, or tortin connection with any breach of any representation, warranty, covenant, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court agreement of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement Buyer contained in this Section Agreement. Except as otherwise agreed by the parties in Article X hereof, (i) Vector shall survive indemnify the termination of this Note, payment Buyer for any broker's or finder's fees which may become payable as a result of any advance hereunder promise or contract which may have been made by Vector to or with any such broker or finder and (ii) the assignment Buyer shall indemnify Vector for any broker's or finder's fees which may become payable as a result of any rights hereunder. The Borrower promise or contract which may participate at its expense in have been made by the defense of Buyer to or with any such action broker or claimfinder.

Indemnity. The Borrower agrees to indemnify each of the BankTenant shall indemnify, each legal entityhold harmless, if anyand, who controlsat Landlord's option (with such attorneys as Landlord may approve in advance and in writing), is controlled by or is under common control with the Bankdefend Landlord and Landlord's officers, and each of their respective directors, officers shareholders, partners, members, managers, employees, contractors, property managers, agents and employees (the “Indemnified Parties”)mortgagees and other lien holders, and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses "Losses" (including all fees and charges hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of internal or external counsel with whom Tenant's Parties of any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower)requirements, in connection with ordinances, statutes, regulations or arising out of or relating to the matters other laws referred to in this Note Article 10, including, without limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or any of Tenant's Parties; or (c) any Hazardous Use 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 (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the other Loan Documents Leased Premises or the Complex, damages for the loss or restriction on use of any advance hereunderspace or amenity within the Building or the Complex, whether (a) damages arising from any adverse impact on marketing space in the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or incurred death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys' and consultants' fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in connection with any breach of a representation, warranty or covenant way related to any matter covered by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimforegoing indemnity.

Indemnity. The Borrower further agrees to indemnify defend, protect, indemnify, and hold harmless the Agent, each Lender and each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bankits respective Affiliates, and each of their the Agent's, Lender's, or Affiliate's respective officers, directors, officers employees, attorneys and employees agents (including, without limitation, those retained in connection with the “Indemnified Parties”)satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (collectively, and to defend and hold each Indemnified Party harmless the "Indemnitees") from and against any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including all including, without limitation, the fees and charges disbursements of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), 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 out of or relating to the matters referred to in of: (i) this Note or in Agreement, the other Loan Documents or any of the Transaction Documents, or any act, event or transaction related or attendant thereto, the making of the Advances, hereunder, the management of such Advances, the use or intended use of the proceeds of the Advances hereunder, or any of the other transactions contemplated by the Transaction Documents; 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 expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any advance hereunderEnvironmental, whether (a) Health or Safety Requirements of Law arising from or incurred in connection with any breach the past, present or future operations of a representation, warranty or covenant by the Borrower, its Subsidiaries or any of their respective predecessors in interest, or, the past, 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 (b) arising out of 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 any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct or Gross Negligence of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim Indemnitee as determined by the final non-appealed judgment of a court of competent jurisdiction. The indemnity agreement contained If the undertaking to indemnify, pay and hold harmless set forth in this Section shall survive the termination of this Note, payment preceding sentence may be unenforceable because it is violative of any advance hereunder law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the assignment payment and satisfaction of any rights hereunder. The Borrower may participate at its expense in all Indemnified Matters incurred by the defense of any such action or claimIndemnitees.

Indemnity. The Borrower agrees Subject only to indemnify each those rights expressly reserved to Landlord under this Lease, Tenant shall have exclusive control of the BankPremises and all areas pertaining thereto including all appurtenances, each legal entityimprovements, if anyutilities, who controlswater bodies, is controlled by or is under common control with grounds, sidewalks, walkways, driveways and parking facilities on the BankLand, and each Tenant shall bear the sole risk of their respective all related tort liabilities. To the maximum extent permitted by applicable law, Tenant shall indemnify, save harmless and defend Landlord, its beneficiaries and affiliates, all Landlord's mortgagees, any ground lessors, and the officers, directors, officers stockholders, members, managers, trustees, partners, agents, and employees of any of the foregoing and any other persons reasonably designated by Landlord from time to time as having a relationship to the Premises ("Indemnitees") from all liability, claim, damage, cost or loss (including reasonable fees of legal counsel of the “Indemnified Parties”Indemnitees' choice) arising in whole or in part out of, or in any manner connected with (i) any injury (including death), and loss, theft or damage to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively property while on behalf of or about the Borrower)Premises, in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available except to the extent that such claims, damages, losses, liabilities or expenses (x) are determined caused directly by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the Landlord's gross negligence or willful misconduct of such Indemnified Party misconduct, or (yii) result from a claim brought any condition of the Premises, except to the extent caused directly by Landlord's gross negligence or willful misconduct, or the Borrower against an Indemnified Party possession and use thereof or any activity permitted or suffered thereon (including hazardous materials or hazardous materials activities), or (iii) any breach of any covenant, representation or certification by Tenant or persons acting under Tenant, and the consequences of any such breach (including for breach failure to timely pay Taxes and Impositions and third party claims), or (iv) any liability imputed to any Indemnitees because of Landlord's ownership of the Premises, or (v) any act or omission anywhere by Tenant or persons acting under Tenant, in bad faith each case paying the same to Landlord on demand as Additional Rent. Without implying that other covenants do not survive, the covenants of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimTerm.

Indemnity. (1) The Borrower agrees Corporation undertakes to indemnify and hold harmless each of the BankAgent and the Paying Agents against all losses, each liabilities, costs (including, without limitation, legal entity, if any, who controls, is controlled by or is under common control with the Bank, fees and each of their respective directors, officers and employees (the “Indemnified Parties”expenses), and to defend and hold each Indemnified Party harmless from and against any and all expenses, claims, damagesactions or demands which the Agent or any Paying Agent, lossesas the case may be, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may reasonably incur or which may be asserted made against the Agent or any Indemnified Party by any personPaying Agent, entity as a result of or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with the appointment or arising out the exercise of or relating performance of the powers, discretions, authorities and duties of the Agent or any Paying Agent under this Agreement except such as may result from its own gross negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents. (2) Each of the matters referred Agent and the Paying Agents shall severally indemnify and hold harmless the Corporation against any loss, liability, costs (including, without limitation, legal fees and expenses), expense, claim, action or demand which it may reasonably incur or which may be made against it as a result of such Agent's or Paying Agent's own negligence, bad faith or material failure to in comply with its obligations under this Note Agreement or that of its officers, employees or agents. (3) If, under any applicable law and whether pursuant to a judgment being made or registered or in the other Loan Documents liquidation, insolvency or the use analogous process of any advance hereunderparty hereto or for any other reason, whether (a) arising from any payment under or incurred in connection with any breach of this Agreement is made or fails to be satisfied in a representationcurrency (the "Other Currency") other than that in which the relevant payment is expressed to be due (the "Required Currency") under this Agreement, warranty or covenant by the Borrowerthen, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the payee to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such claimsliquidation, damagesinsolvency or analogous process) actually received by the payee falls short of the amount due under the terms of this Agreement, lossesthe payor shall, liabilities or expenses (x) are determined by as a court of competent jurisdiction by final separate and non-appealable judgment to have resulted from independent obligation, indemnify and hold harmless the gross negligence or willful misconduct payee against the amount of such Indemnified Party or (y) result from a claim brought by shortfall. For the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The indemnity agreement contained in this Section shall survive the termination purpose of this NoteClause 26, payment "rate of exchange" means the rate at which the payee is able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any advance hereunder premium and the assignment other costs of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claimexchange.

Indemnity. The Borrower agrees to (a) Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of Agent, Co-Collateral Agents, Lead Arrangers, L/C Issuers, the BankLenders, each legal entity, if any, who controls, is controlled by or is under common control with the Bankand their respective Affiliates, and each of their such Person’s respective officers, directors, officers employees, attorneys, agents, advisors and employees representatives (the each, an “Indemnified PartiesPerson”), and to defend and hold each Indemnified Party harmless from and against any and all suits, actions, proceedings, claims, damages, actual losses, liabilities liabilities, and out-of-pocket expenses (including all reasonable attorneys’ fees and charges disbursements and other reasonable documented out-of-pocket costs of internal investigation or external counsel with whom defense, including those incurred upon any Indemnified Party may consult and all expenses of litigation and preparation thereforappeal) which any Indemnified Party may incur or which that may be instituted or asserted against any Indemnified Party or incurred by any personsuch Indemnified Person as the result of credit having been extended, entity suspended or governmental authority (including any person or entity claiming derivatively on behalf terminated under this Agreement and the other Loan Documents and the administration of the Borrower)such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder (including the syndication of the Commitments) and any actions or relating failures to the matters referred to act in this Note or in the other Loan Documents or the use connection therewith, including any and all Environmental Liabilities and reasonable, out-of-pocket legal costs and expenses arising out of any advance hereunder, whether (a) arising from or incurred in connection with disputes between or among any breach parties to any of a representationthe Loan Documents (collectively, warranty or covenant by “Indemnified Liabilities”); provided that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the Borrower, or (b) arising out of or resulting from extent that any such suit, action, proceeding, claim, proceeding or governmental investigationdamage, pending or threatenedactual loss, whether based on statute, regulation or orderliability, or tortexpense results from that Indemnified Person’s (or such Indemnified Person’s Related Persons) gross negligence, bad faith, willful misconduct or contract or otherwise, before material breach of any court or governmental authority; provided that such indemnity shall not, of its obligations under any Loan Document as to any Indemnified Party, be available to the extent that such claims, damages, losses, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party or (y) result from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and non-appealable judgment judgment; provided, further, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent of any dispute solely among Indemnified Persons (other than any claims against Agent or Co-Collateral Agents or Lead Arrangers acting in its favor on capacity as such) that does not involve actions or omissions of any Credit Party or any of its Affiliates; provided, further, that none of the Canadian Borrowers shall have any obligation to make any payment with respect to any of the U.S. Borrowers’ Obligations under this Agreement or any other Loan Document. In the absence of an actual or potential conflict of interest, Borrowers and their Subsidiaries will not be responsible for the fees and expenses of more than one legal counsel for all Indemnified Persons and appropriate local legal counsel; provided that in the case of an actual conflict of interest, or the written opinion of counsel that a potential conflict of interest exists, Borrowers and their Subsidiaries shall be responsible for one additional counsel in each applicable jurisdiction for the affected Indemnified Persons, taken as a whole. To the extent permitted by applicable law, no party hereto shall be responsible or liable to any other Person party to any Loan Document, any successor, assignee, or third party beneficiary of such claim person or any other person asserting claims derivatively through such party, for indirect, punitive, exemplary or consequential damages which may be alleged as determined by a court result of competent jurisdiction. The indemnity agreement contained credit having been extended, suspended, or terminated under any Loan Document or as a result of any other transaction contemplated hereunder or thereunder; provided that nothing hereunder in this sentence shall limit any Credit Party’s indemnity and reimbursement obligations to the extent set forth herein. No Indemnified Person referred to in this clause (a) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (b) To induce Lenders to provide the LIBOR Rate or the BA Rate, as applicable, option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) any Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) any Borrower shall refuse to accept any borrowing of, or shall request a termination of, any borrowing of, conversion into or continuation of, LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower Representative has given a notice thereof in accordance herewith; or (v) an assignment of LIBOR Loans is mandated pursuant to Sections 2.14(d) or 12.2(d), then Borrowers shall jointly and severally indemnify and hold harmless each Lender from and against all actual losses, costs and reasonable documented out-of-pocket expenses resulting from or arising from any of the foregoing (provided, that the Canadian Borrowers shall not be required to pay any such amounts with respect to LIBOR Loans of the U.S. Borrowers). Such indemnification shall include any actual and documented out-of-pocket loss or expense (other than loss of anticipated profits), if any, arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this Section 2.11(b), each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the (x) LIBOR Rate, with respect to LIBOR Loans denominated in Dollars and (y) BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.11(b). This covenant shall survive the termination of this Note, Agreement and the payment of any advance hereunder the Obligations and the assignment of any rights all other amounts payable hereunder. The As promptly as practicable under the circumstances, each Lender shall provide Borrower may participate at Representative with its expense written and detailed calculation of all amounts payable pursuant to this Section 2.11(b), and such calculation shall be binding on the parties hereto absent manifest error, in which case Borrower Representative shall object in writing within ten (10) Business Days of receipt thereof, specifying the defense basis for such objection in detail. (c) This Section 2.11 is subject in its entirety to the provisions of any such action or claimSection 13.9 hereof.