Common use of Indemnity Clause in Contracts

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Affected Party and any parenteach Agent, subsidiary or other affiliated entity of TSRI their Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, expert witness fees and costs incurred by the Indemnitees, Company shall not have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that arises out Indemnitee. 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 are violative of any law or relates public policy, Company shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Revolving Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and all parties hereto hereby waive, release and agree not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***]Subject to the following provisions of this Agreement, the Company shall hold harmless and indemnify Indemnitee against all Expenses and Liabilities actually incurred by Indemnitee in connection with any Proceeding; provided, however, that no indemnity shall be paid by the Company pursuant to this Agreement: (i) for amounts actually paid to Indemnitee pursuant to one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit or other security or funding arrangement provided by the Company; provided, however, that if it should subsequently be determined that Indemnitee is not entitled to retain any such amount, this clause (i) shall no longer apply to such amount; (ii) in respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was in violation of applicable law; (iii) on account of Indemnitee's conduct which is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent, deliberately dishonest or from which the Indemnitee derives an improper personal benefit; or (iv) on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the sale or purchase by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (b) [***]If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for only a portion (but not, however, for the total amount) of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the indemnification provided for herein in respect of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding is finally determined by a court of competent jurisdiction to be prohibited by applicable law, then the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount paid or payable by Indemnitee as a result of such Expenses and Liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the events, circumstances, conditions, happenings, actions or transactions from which such Proceeding arose, (ii) the relative fault of the Company (including its other Authorized Representatives) on the one hand and of Indemnitee on the other hand in connection with the events, circumstances and happenings which resulted in such Expenses and Liabilities, such relative fault to be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the events, circumstances and/or happenings resulting in such Expenses and Liabilities, and (iii) any other relevant equitable considerations, it being agreed that it would not be just and equitable if such contribution were determined by pro rata or other method of allocation which does not take into account the foregoing equitable considerations. (c) [***]The indemnification provided herein shall be applicable only to Proceedings commenced after the date hereof, regardless, however, of whether they arise from acts, omissions, facts or circumstances occurring before or after the date hereof. (d) [***]The indemnification provided herein shall be applicable whether or not negligence of Indemnitee is alleged or proved, and regardless of whether such negligence be contributory or sole. (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure Amounts paid by the Company to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation Indemnitee under this Section 4 are subject to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses refund by Indemnitee as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesSection 8.

Indemnity. Licensee hereby Each Grantor jointly and severally agrees to indemnifypay upon demand to the Collateral Agent the amount of any and all reasonable expenses, defend including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement (including the customary fees and charges of the Collateral Agent for any monitoring or audits conducted by counsel reasonably acceptable it or on its behalf with respect to TSRIthe Accounts or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless TSRI from, any and any parentall losses, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suits, actions, damages, liabilities, losses liabilities and other related expenses, including without limitation reasonable attorney’s fees, expert witness fees disbursements and costs other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the Indemniteesexecution, with respect delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any third party claim [***] (collectively “Claim”)Indemnitee, be available to the extent that arises out such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s willful misconduct of such Indemnitee or any Sublicensee’s failure to comply with of its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 9.18 shall remain operative and in full force and effect regardless of the termination of this Agreement or any applicable lawsother Loan Document, rules or regulationsthe consummation of the transactions contemplated hereby, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out the repayment of or relate to any of the items described in subparagraphs (a) through (f) aboveLoans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any Lender. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity All amounts due under this Section 9.18 shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteespayable on written demand therefor.

Indemnity. Licensee In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) exonerate, defend, pay, and hold harmless TSRI the Agent-Related Persons and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives the Lender-Related Persons (collectively, collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, actionsclaims, damagescosts, liabilities, losses and other expenses, and disbursements of any kind or nature whatsoever (including without limitation the reasonable attorney’s fees, expert witness and documented fees and costs disbursements of one counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the Indemniteesfiling or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder to any Indemnitee to the extent that such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, fraud, or willful misconduct of such Indemnitee or its Affiliates or the violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. 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, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder. This Section 8.2 shall not apply with respect to any third party claim [***] (collectively “Claim”)Taxes, that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses or damages, arising from a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesnon-Tax claim.

Indemnity. Licensee hereby (a) The Company agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI and any parenteach Underwriter, subsidiary or other affiliated entity of TSRI and their trustees, the directors, officers, employeesemployees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against all losses, scientistsclaims, agentsdamages or liabilities, successorsjoint or several, assigns and other representatives (collectivelyto which they or any of them may become subject, under Alberta Securities Law, the “Indemnitees”) from and against all Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, suitsdamages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Canadian Prospectus, actionsthe U.S. Basic Prospectus, damagesthe U.S. Pricing Prospectus, liabilitiesany U.S. Prospectus or the Registration Statement, losses or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs expenses reasonably incurred by the Indemniteessuch indemnified party in connection with investigating or defending such loss, with respect to any third party claim [***] (collectively “Claim”)claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or relates is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Canadian Prospectus, U.S. Basic Prospectus, the U.S. Pricing Prospectus, any the U.S. Prospectus, the Registration Statement, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to (a) [***], the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) [***]Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company and each of its directors, (c) [***]officers, (d) [***]employees and agents against all losses, (e) [***]claims, and/or (f) Licensee’s damages or liabilities, joint or several, to which they or any Sublicensee’s failure to comply with any applicable lawsof them may become subject, rules under Alberta Securities Law, the Securities Act, the Exchange Act or regulationsotherwise, except that [***]. Licensee’s obligation to defend insofar as such Claims shall apply to any third party allegations losses, claims, damages or disputes that liabilities (or actions in respect thereof) arise out of or relate are based upon any untrue statement of a material fact contained in the Canadian Prospectus, the U.S. Basic Prospectus, the U.S. Pricing Prospectus, any U.S. Prospectus, the Registration Statement or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending such loss, claim, damage, liability or action as such expenses are incurred. This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the items described commencement of any action, such indemnified party will, if a claim in subparagraphs respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement of the action; but the failure so to notify the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and, in any event, shall not relieve it from any liability which it may have otherwise than under subsection (a) through or (fb) above. Licensee In case any such action shall be brought against any indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, acting reasonably, and, after notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party shall not enter into be liable to such indemnified party under such subsection for any settlement legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Claims indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless such indemnified party shall have reasonably concluded that imposes any obligation on TSRIthere may be defenses available to it which are different from, that does additional to or in conflict with those available to the indemnifying party (in which case the indemnifying party shall not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain direct the defense of such action on behalf of the indemnified party), in which event such legal and other expenses shall be borne by the indemnifying party and paid as incurred (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate independent counsel (in addition to assist any local counsel) in defending any one action or series of related actions in the same jurisdiction representing the indemnified parties who are parties to such action). No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 9 is for any reason unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the Company and the Underwriters severally agree to contribute to the aggregate amount of such losses, claims, damages or liabilities (or actions in respect thereof) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Designated Securities, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Designated Securities pursuant to this Agreement shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault of the parties shall be determined by reference to, among other things, whether any such Claimsuntrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In The Company and the event Licensee fails Underwriters agree that it would not be just and equitable if contribution pursuant to promptly indemnify this Section 9(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(d). The aggregate amount of losses, claims, damages or liabilities (or actions in respect thereof) incurred by an indemnified party and defend referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such Claims and/or indemnified party in connection with investigating, preparing for or defending against any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay Indemnitees’ expenses as provided aboveby reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), Indemnitees each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the right same rights to defend themselvescontribution as such Underwriter, and each director of the Company and each officer of the Company who signed the Canadian Prospectus, the U.S. Prospectus, the Registration Statement or any amendment or supplement thereto shall have the same rights to contribution as the Company, subject in that case, Licensee shall reimburse Indemnitees for all each case to the applicable terms and conditions of this Section 9(d). The obligations of the Underwriters in this Section 9(d) to contribute are several in proportion to their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation respective underwriting obligations with respect to the Designated Securities and not merely a reimbursement obligation of Licensee to Indemniteesjoint.

Indemnity. Licensee hereby a) The Trustee agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI the Financial Institution and any parentits service providers and Central 1 and all of their connected parties, subsidiary or other affiliated entity of TSRI and including, without limitation, their trusteesrespective agents, directors, officers, employees, scientistsaffiliates, agents, successors, assigns and other representatives licensees (collectively, the “IndemniteesIndemnified Parties”) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the Indemnified Parties in connection with any claim or demand arising out of or connected to the Trustee’s use of the Account. Trustees must assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand. b) Without limiting the generality of the foregoing, the Trustee will indemnify and save the Indemnified Parties harmless from and against all claimsliability, suitscosts, actionsloss, expenses, and damages, liabilitiesincluding direct, losses indirect, and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs consequential incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (aIndemnified Parties as a result of: i) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described Indemnified Parties making the Account available to the Trustee; ii) any of the Indemnified Parties acting upon, or refusing to act upon the Trustee’s instructions, including Remote Instructions; iii) any of the Indemnified Parties acting upon, or refusing to act upon, no statement requests made by the Trustee; iv) any of the Indemnified Parties acting upon, or refusing to act upon the instructions of any Signing Officer or any other person authorized to give instructions on behalf of the Trustee; v) the honouring or dishonouring of any Instrument; vi) any Transaction that results in subparagraphs a negative balance in the Account; vii) the consequences of any Transaction authorized by the Trustee; viii) any claims arising out of allegations that the Account has not been operated in compliance with the terms of the Trust, or any alleged receipt of funds by the Financial Institution received from the Trustee, the Trust, or otherwise into the Account in breach of trust; ix) the need to place a hold on the Account or Transactions, including making an application to a Court if necessary; x) the adequacy or authority of endorsements or signatures required in any arrangement made amongst the persons constituting the Trustee; or xi) any use of the Account by the Trustee that: (a1) through is inconsistent with a restriction imposed on the use of the Account by the Financial Institution pursuant to these Terms and Conditions, or (f2) above. Licensee shall not enter into any settlement takes place following the suspension or termination of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability the Account or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding certain service privileges by the above, Indemnitees, at their expense, shall have the right Financial Institution pursuant to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify these Terms and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requestsConditions. This indemnity will enure to the benefit of the Indemnified Parties and will be binding upon the Trustee and the Trustee’s heirs, executors, successors, and assigns and shall be a direct payment obligation and not merely a reimbursement obligation survive the termination of Licensee the Account Contract for any act or omission prior to Indemniteestermination as gives rise to an indemnified claim, even if notice is received after termination.

Indemnity. Licensee hereby (i) The Mortgagor agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Mortgagee and any parent, subsidiary or each of the other affiliated entity of TSRI Secured Parties and their trusteesthe officers, directors, officers, employees, scientists, agents, successors, assigns agents and Affiliates of the Mortgagee and each of the other representatives Secured Parties (collectively, the “"Indemnitees”") from and against any and all claimsother ----------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, actionsclaims, damagescosts (including, liabilitieswithout limitation, losses and other expensessettlement costs), including expenses or disbursements of any kind or nature whatsoever (including, without limitation limitation, the reasonable attorney’s fees, expert witness fees and costs disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the "Indemnified Liabilities"); provided, however, that the Mortgagor shall have no ----------------------- -------- ------- obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of 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 Liabilities incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s Indemnitees or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthem.

Indemnity. Licensee hereby Each Participant agrees to indemnify, defend indemnify Agent (to the extent not reimbursed by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”NAI within ten days after demand) from and against such Participant's Percentage of any and 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, with respect Losses of any kind or nature whatsoever which to any third party claim [***] extent (collectively “Claim”)in whole or in part) may be imposed on, that arises incurred by, or asserted against Agent growing out of of, resulting from or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or in any Sublicensee’s failure to comply other way associated with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs Collateral, the Transaction Documents and the transactions and events (aincluding the enforcement thereof) through (f) aboveat any time associated therewith or contemplated therein. Licensee shall THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LOSSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, PROVIDED ONLY THAT NO PARTICIPANT SHALL BE OBLIGATED UNDER THIS SECTION TO INDEMNIFY AGENT FOR THAT PORTION, IF ANY, OF ANY LOSS WHICH IS PROXIMATELY CAUSED BY AGENT'S OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED IN A FINAL JUDGMENT RENDERED AGAINST AGENT. Cumulative of the foregoing, each Participant agrees to reimburse Agent promptly upon demand for such Participant's Percentage share of any costs and expenses to be paid to Agent by NAI hereunder to the extent that Agent is not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses timely reimbursed by NAI as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteessubsection 7.2.

Indemnity. Licensee Without limiting any other indemnification rights Indemnitee may have, under this Agreement or otherwise, subject only to the exclusions set forth in Section 3 hereof, the Company hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and indemnify Indemnitee: (a) Against any parent, subsidiary and all expenses (including attorneys’ fees and expenses incurred in defense or other affiliated entity investigation of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suits, actions, damages, liabilities, losses and other expensesany claim, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by a claim against the Indemnitees, Company or Indemnitee with respect to this Agreement), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any third party claim [***] threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively including an action by or in the right of the Company) to which Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of Home Properties of New York, L.P. (the “ClaimPartnership”), that arises out the limited partnership of which the Company is general partner, or relates to (a) [***]of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; (b) [***], Otherwise to the fullest extent as may be permitted to Indemnitee by the Company under the non-exclusivity provisions of Article VII of the By-laws of the Company as in effect on the date hereof and subparagraphs (g) and (h) of Section 2-418 of the Maryland General Corporation Law or any successor provision; and (c) [***], The Company covenants and agrees to maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the policy currently in effect (dthe “D&O Policy”) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any unless otherwise approved by a majority of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement Board of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding Directors of the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesCompany.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, directors, officerstrustees, employees, scientists, agents, successorssub-agents and Affiliates of each Agent and each Lender (each, assigns and other representatives (collectivelyan “Indemnitee”), the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that arises out it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or relates to (a) [***], any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s arising out of, as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees 7.1.1. Subject to indemnifythe limitations set forth in this Article 7, defend (by counsel reasonably acceptable to TSRI) from and after the Closing, Seller shall indemnify and hold harmless TSRI Purchaser and any parentits subsidiaries, subsidiary or other affiliated entity of TSRI and their trustees, respective directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectivelycollectively and singly, the “IndemniteesIndemnified Parties”) from and against any and all claimslosses, suitsliabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), actions, damages, liabilities, losses costs and other expenses, expenses (including without limitation reasonable attorney’s fees, expert witness fees and costs incurred disbursements of counsel selected by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”such Indemnified Party), claims or other obligations of any nature whatsoever (individually, a “Damage” and collectively, “Damages”) that arises out of any Indemnified Party may suffer or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that incur which arise out of or relate result from any inaccuracy in or any breach of any representation, warranty, agreement or covenant of Seller or Crosstex contained in this Agreement or in any other agreement among Purchaser, Crosstex and one or more Shareholders under which such Shareholder(s) are selling their shares of Crosstex Stock to Purchaser. Subject to Section 7.2, Purchaser has no actual knowledge of any facts or circumstances that would serve as the basis for a claim by Purchaser against any Shareholder based upon a breach of any of the items described representations and warranties of Seller contained in subparagraphs (a) through (f) abovethis Agreement or breach of any of any Shareholder’s covenants or agreements to be performed by any of them at or prior to Closing. Licensee Subject to Section 7.2, Purchaser shall not enter into be deemed to have waived any settlement breach of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRIof Shareholder’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending representations and warranties and any such Claimscovenants and agreements of which Purchaser has such actual knowledge at the Closing. 7.1.2. In Subject to the event Licensee fails to promptly limitations set forth in this Article 7, Purchaser will indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselveshold harmless Seller, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in that caseconnection with any inaccuracy or breach of any representation, Licensee shall reimburse Indemnitees for all warranty, agreement or covenant of their reasonable attorney’s feesPurchaser contained in this Agreement (or in any exhibit, costs and damages incurred in settling schedule or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteescertificate delivered hereunder.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party, jointly and severally, agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender, subsidiary or other affiliated entity of TSRI their respective Affiliates and their trusteesthe respective officers, partners, directors, officerstrustees, employeesemployees and agents of each Agent and each Lender and of each of their respective Affiliates (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, of that arises out Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or relates public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to (apay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section 10.3(a) [***]shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the transmission of information through the Internet, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to sue upon or assert any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Person referred to in the immediately preceding sentence shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. (c) [***], All amounts due under this Section 10.3 shall be due and payable promptly (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims any event within thirty (30) days days) following receipt by Borrower of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesan invoice relating thereto setting forth such expenses.

Indemnity. Licensee hereby agrees to indemnifyFPL shall hold the Customer, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, its officers, employees, scientists, agents, successorsand employees harmless against claims by third parties for bodily injury (including death) and third party tangible personal property damage resulting solely and exclusively from FPL’s gross negligence during the performance of the installation of the System at the Location. FPL shall not be responsible for damages whether resulting in whole or in part from the Customer, assigns or any of its employees, agents, representatives or those in its care and other representatives custody. To the extent permitted by Section 768.28, Florida Statutes, the Customer shall hold harmless, indemnify and defend FPL, its affiliates and parent company, and their officers, agents, and employees (collectively, the “IndemniteesFPL Entities”) from and against all liability, claims, suitsjudgments or costs for injury to, actionsor death of any person or persons, damagesfor the loss or damage to any property, liabilitiesand for the imposition of any penalties, losses fines or other assessments by any governmental agency arising out of the performance under this Contract, and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred resulting from any negligence or failure to act by the IndemniteesCustomer, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable lawsof its employees, rules agents, representatives or regulations, except that [***]those in its care and custody. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees An indemnitor under this Section shall have the right to defend themselvesan indemnitee by counsel (including insurance counsel) of indemnitor’s selection reasonably satisfactory to the indemnitee, with respect to any claims within the indemnification obligations hereof. The Parties shall give each other prompt written notice of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in that casethe defense of any such claims or actions. No indemnitee shall settle any such claims or actions without prior written consent of the indemnitor. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 4.1 TO THE CONTRARY, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s feesNOTHING CONTAINED HEREIN SHALL CONSTITUTE A WAIVER BY THE CUSTOMER OF ITS LIMITED WAIVER OF SOVEREIGN IMMUNITY PURSUANT TO THE PROVISIONS OF SECTION 768.28, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesFLORIDA STATUTES.

Indemnity. Licensee hereby agrees to indemnifyYou must, defend (by counsel reasonably acceptable to TSRI) during and after the License Term, indemnify the Indemnified Parties against, and hold them harmless TSRI and any parentfrom, subsidiary or other affiliated entity of TSRI and their trusteesall losses, directorscosts, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suits, actionsliabilities, damages, liabilitiesclaims, losses and other expenses, including without limitation reasonable attorney’s attorneys’ fees, expert witness fees fees, costs and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises other expenses of litigation arising out of or relates to resulting from: (ai) [***]any claimed occurrence at the Hotel or arising from, as a result of, or in connection with the development, construction or operation of the Hotel (bincluding the design, construction, financing, furnishing, equipment, acquisition of supplies or operation of the Hotel in any way); (ii) [***]any bodily injury, personal injury, death or property damage suffered or claimed by any guest, customer, visitor or employee of the Hotel; (ciii) [***]your alleged or actual infringement or violation of any patent, ▇▇▇▇ or copyright or other proprietary right owned or controlled by third parties; (div) [***]your alleged or actual violation or breach of any contract (including any System-wide group sales agreement), (e) [***]any Applicable Law, and/or (f) Licensee’s or any Sublicensee’s industry standard; (v) any business conducted by you or a third party in, on or about the Hotel or its grounds; (vi) any other of you or your Affiliates’ acts, errors, omissions or obligations, or those of anyone associated or affiliated with you, your Affiliates or the Hotel or in any way arising out of or related to this Agreement; or (vii) your failure to comply with any applicable lawsSubparagraph 16.l., rules including a breach of the representations set forth therein. However, you do not have to indemnify an Indemnified Party to the extent damages otherwise covered under this Paragraph 9 are adjudged by a final, non-appealable judgment of a court of competent jurisdiction to have been solely the result of the gross negligence or regulationswillful misconduct of that Indemnified Party, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to and not any of the items described acts, errors, omissions, negligence or misconduct of you or anyone related to you or the Hotel. You may not rely on this exception to your indemnity obligation if the claims were asserted against us or any other Indemnified Party on the basis of: (i) theories of imputed or secondary liability, such as vicarious liability, agency, or apparent agency; or (ii) our failure to compel you to comply with the provisions of this Agreement, including compliance with Standards, Applicable Laws or other requirements. You will also indemnify the Indemnified Parties for any claim for damages by reason of the failure of any contractor, subcontractor, supplier or vendor doing business with you relating to the Hotel to maintain adequate insurance as required in subparagraphs the Standards. You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or investigation involving an Indemnified Party within five (a5) through days of your actual knowledge of it. At our election, you will defend us and/or the Indemnified Parties against the same or we may elect to assume (fbut under no circumstance will we be obligated to undertake) above. Licensee shall not enter into any the defense and/or settlement of such Claims that imposes any the action, suit, proceeding, claim, demand, inquiry or investigation at your expense and risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consentto indemnify the Indemnified Parties and to hold them harmless. Notwithstanding You will also reimburse the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees Indemnified Parties upon demand for all of their expenses, including reasonable attorney’s attorneys’ fees, expert fees, costs and damages incurred other expenses of litigation, the Indemnified Parties incur to protect themselves or to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or otherwise mitigate their losses to maintain a claim against you, and their failure to do so will in settling no way reduce the amounts recoverable from you by the Indemnified Parties. Your obligations under this Paragraph 9 will survive expiration or defending such Claims within thirty (30) days termination of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Agreement.

Indemnity. Licensee hereby To the fullest extent permitted by law Seller, at its sole cost and expense, agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI Buyer, its Third Party Beneficiaries (as defined in Section 20 below), its contractors and subcontractors, consultants, any parentlandlords and overlandlords from whom any Buyer’s affiliates may lease a hotel or a casino/hotel property, subsidiary or other affiliated entity and each of TSRI their respective subsidiaries, affiliates, parent companies and their trusteesrespective members, officers, directors, officersmanagers, employees, scientists, agents, successorsshareholders, assigns successors and other assigns, heirs, administrators, and personal representatives (collectively, the “Buyer’s Indemnitees”) from and against any and all claims, suits, actionslosses, damages, liabilitiescosts, losses and other expenses, claims, judgments or liabilities (including without limitation reasonable costs and attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to which shall be reimbursed as incurred) which in any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that way arise out of or relate to any actual or alleged injury, death or damage to any person or property resulting from any act or omission of Seller, its employees, contractors or affiliates or the items described in subparagraphs (a) through (f) abovegoods supplied or services covered by this Order. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRISeller also agrees, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRIat its sole cost and expense, to indemnify, defend and hold harmless Buyer’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expenseparents, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify subsidiaries and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselvesaffiliates, and in that casetheir respective officers, Licensee shall reimburse Indemnitees for directors, shareholders, successors and assigns, employees from and against any and all claims, demands, losses, liabilities, damages, causes of their action or expenses (including reasonable costs and attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity which shall be a direct payment obligation and not merely a reimbursement obligation reimbursed as incurred), caused by, resulting from, or in any way connected with (a) an infringement of Licensee to Indemniteesor claimed infringement of any patent, trademark, or copyright arising out of the sale, use or possession of the merchandise furnished by, or the services performed by Seller (b) the acts or omissions of Seller or Seller’s agents, employees, subcontractors or contractors in conjunction with this Order, or (c) any breach of the warranties of Seller contained in this Order.

Indemnity. Licensee hereby agrees to indemnify10.1 IXYS shall, defend (by counsel reasonably acceptable to TSRI) at its expense, defend, indemnify and hold harmless TSRI and any parentSamsung from all Claims, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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 and/or Losses incurred by the Indemnitees, with respect to Samsung as a result of such Claims or in a settlement that may result from any third party claim [***] (collectively “such Claim”), that arises out IXYS Deliverables (unless purchased from Samsung under the APA) actually or allegedly infringe, violate or misappropriate Intellectual Property of or relates to a third party, provided that (a) [***]Samsung promptly notifies IXYS in writing of the Claim, (b) [***]Samsung provides IXYS with all reasonable assistance, information and authority required to perform these duties, and (c) [***]IXYS is permitted to solely direct the defense and all related settlement negotiations related to the Claim. Further, (d) [***]IXYS agrees to pay any judgment in such suit or proceeding by final judgment of a court of last resort, (e) [***]including reasonable attorneys’ fees, and/or (f) Licensee’s but IXYS shall have no liability for settlement or costs incurred without its consent. Notwithstanding the foregoing, IXYS shall have no indemnity obligation regarding any Sublicensee’s failure to comply with actual or alleged infringement, violation or misappropriation of any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to Intellectual Property of any third party allegations to the extent such infringement, violation or disputes that arise out of misappropriation arises from the Samsung Deliverables, the manufacturing processes used by Samsung hereunder, or relate products based on designs acquired from Samsung pursuant to any of the items described Transaction Documents. IXYS shall not be obligated to indemnify Samsung in subparagraphs accordance with this Section 10.1 if (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business is made by Samsung without TSRIIXYS’s prior written consent, or (b) if IXYS is not permitted by Samsung to assume exclusive control of the settlement of the Claim. For the purposes of this Section 10 and Section 11, the term “Claim” means any claim, action, suit or proceeding asserted by any third party whether actual or alleged and whether adjudicated by a competent court of law, tribunal or arbitrator, and the term “Losses” means all damages, losses, costs and expenses of whatever nature (including legal costs) whether or not reasonably foreseeable by the parties at any time during the term of this Agreement. 10.2 Samsung shall, at its expense, defend, indemnify and hold harmless IXYS from all Claims, and/or Losses incurred by IXYS as a result of such Claims or in a settlement that may result from any such Claim, that Samsung Deliverables contained in the Products, the manufacturing processes used by Samsung hereunder, actually or allegedly infringe on any Intellectual Property of a third party, provided that Samsung is promptly notified, given the assistance required, and permitted to solely direct the defense. Further, Samsung agrees to pay any judgment in such suit or proceeding by final judgment of a court of last resort, including reasonable attorneys’ fees, but Samsung shall have no liability for settlement or cost incurred without its consent. Notwithstanding the aboveforegoing, Indemnitees, at their expense, Samsung shall have no indemnity obligation pursuant to this Section 10.2 regarding any actual or alleged infringement of any Intellectual Property of any third party to the right extent such infringement arises from the IXYS Deliverables (including but not limited to retain separate independent counsel the designs, specifications and/or instructions provided by IXYS and Samsung’s compliance with any industrial standard specification) Samsung shall not be obligated to assist indemnify in defending accordance with this Section 10.2 if (a) any such Claims. In settlement is made by IXYS without Samsung’s prior written consent, or (b) if Samsung is not permitted by IXYS to assume exclusive control of the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have settlement of the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesClaim.

Indemnity. Licensee hereby agrees to indemnify, defend 7.1 Each Member (by counsel reasonably acceptable to TSRIthe Indemnifying Member) shall be liable for and shall fully and promptly indemnify and keep indemnified and hold harmless TSRI FDR LIMITED, LLC, save where FDR LIMITED, LLC is the Indemnifying Member, and any parentother Member, subsidiary or other affiliated entity of TSRI and their trusteesincluding the Parent Company, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectivelytogether, the “Indemnitees”Indemnified Parties) from and against on demand in respect of all claims, suits, actionsliabilities, damages, liabilitiescosts, losses losses, claims, demands and other expensesproceedings whatsoever, including without limitation reasonable attorney’s feeshowsoever arising, expert witness fees and costs incurred whether in contract, tort, breach of statutory duty or Applicable Law or otherwise, directly or indirectly, out of, or in the course of or in connection with any alleged or actual claims advanced against them by a Data Subject arising from breach by the IndemniteesIndemnifying Member of this Agreement, the BCRs or any Applicable Law relating to its processing of Personal Data. 7.2 The Indemnifying Party shall promptly notify FDR LIMITED, LLC, the Parent Company and, if applicable, the relevant Indemnified Parties in writing if it becomes aware of any claims or alleged claims advanced or to be advanced against them or any Indemnified Parties. 7.3 Following notification in accordance with respect Clause 7.2, the Parent Company may at its sole option, assume conduct of and/or settle, and the Indemnifying Party shall allow the Parent Company to assume conduct of and/or settle, all negotiations and any actions resulting from any such claim or alleged claim. However, where the Parent Company does not elect to assume such conduct or settlement, and if requested by FDR LIMITED, LLC or the relevant Indemnified Party against whom the claim or alleged claim has been advanced or is to be advanced, the Indemnifying Party shall allow the relevant Indemnified Party to conduct and/or settle all negotiations and any actions resulting from any such claim or alleged claim. 7.4 Notwithstanding the provisions set out above, the Indemnifying Party agrees that in relation to any third party claim [***] (collectively “Claim”)or alleged claim brought in relation to this Clause 7, that arises out it shall fully submit to the direction of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply the Parent Company and fully co-operate with the Parent Company and any applicable laws, rules or regulations, except that [***]. Licensee’s obligation Indemnified Party in relation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteessame.

Indemnity. Licensee hereby (a) EFIH agrees to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Trustee and any parent, subsidiary or other affiliated entity each of TSRI and their trustees, its directors, officers, partners, trustees, employees, scientists, attorneys and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, that arises out bad faith or willful misconduct of or relates to (a) [***], an Indemnitee. (b) [***], All amounts due under this Section 7.11 will be payable upon demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, EFIH will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]EFIH will not assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and EFIH hereby waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.11 will survive repayment of all other Secured Debt Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesCollateral Trustee.

Indemnity. Licensee hereby In addition to such indemnities as may be provided for in the Master Lease, Subtenant agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI Sublandlord and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directorsits affiliates, officers, agents, servants, employees and independent contractors (individually a “Sublandlord Party” and collectively, “Sublandlord Parties”) harmless against all loss, damage, liability, or expense suffered or claimed against any Sublandlord Party, by any person or entity (i) caused by or otherwise arising from, in whole or in part, any breach or default by Subtenant of any covenant or obligation it has hereunder (including but not limited to all covenants or obligations of the tenant under the Master Lease assumed by Subtenant pursuant to the terms of this Sublease), or (ii) caused by or in connection with anything owned or controlled by Subtenant, or (iii) resulting from any act, failure to act, or negligence of Subtenant or its employees, scientistsagents or invitees, or (iv) resulting from any nuisance suffered on the Subleased Premises, except for damage or injury to third parties or property resulting from the proven gross negligence of Sublandlord, Landlord or their respective employees, agents, successorsrepresentatives, assigns successors or assigns. Subtenant further agrees to indemnify Sublandlord and other representatives (collectively, the “Indemnitees”) hold Sublandlord harmless from and against all claims, suits, actionslosses, damages, liabilitiesliabilities and expenses which Sublandlord may incur, losses or for which Sublandlord may be liable to Master Landlord, arising from the acts or omissions of Subtenant which are or are alleged to be defaults of Sublandlord under the Master Lease or are the subject matter of any indemnity or hold harmless of Sublandlord, as tenant, to Master Landlord under the Master Lease. The obligations of Subtenant to indemnify Sublandlord and/or the Sublandlord Parties and/or hold the Sublandlord and/or the Sublandlord Parties harmless in this Section 12 and elsewhere herein shall survive the expiration or other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out termination of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Sublease.

Indemnity. Licensee hereby agrees (a) Without duplication of and subject to indemnifythe limitations set forth under the expense reimbursement obligations pursuant to Section 12.3, defend (by counsel reasonably acceptable to TSRI) each Loan Party shall jointly and severally indemnify and hold harmless TSRI each of the Administrative Agent, L/C Issuer, the Joint Lead Arrangers and any parentthe Lenders and each such Person’s respective Affiliates, subsidiary or other affiliated entity of TSRI and their trusteesofficers, directors, officersmembers, partners, employees, scientistsadvisors, agentsagents and representatives (each, successorsan “Indemnified Person”), assigns from and against any and all losses (other representatives than lost profits), claims, damages, liabilities and reasonable and documented out-of-pocket costs and expenses (but limited, in the case of legal costs and expenses, to one counsel for all Indemnified Persons, taken as a whole, and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant material jurisdiction and, solely in the case of a reasonably perceived conflict of interest, one additional counsel in each relevant material jurisdiction to the affected Indemnified Persons similarly situated taken as a whole) to which any such Indemnified Person is subject arising out of, resulting from or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to this Agreement and the other Loan Documents (any of the foregoing, an “Action”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Action is brought by the Borrower or any of its Affiliates, creditors or any other Person (collectively, “Indemnified Liabilities”); provided, that the “Indemnitees”) from and against all foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, suits, actions, damages, liabilitiesliabilities or expenses (i) to the extent resulting from the gross negligence, losses bad faith or willful misconduct of such Indemnified Person or any of its Related Indemnified Persons, (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any of its Related Indemnified Persons under this Agreement or the other Loan Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final, non-appealable judgment), or (iii) to the extent arising from any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity or in fulfilling its role as the Administrative Agent or any Joint Lead Arranger and other expensesthan any claims arising out of any act or omission on the part of the Borrower or any of its Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)). (b) Notwithstanding the foregoing, (i) no Indemnified Person or any other party hereto shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person, any Related Indemnified Person or such other party hereto, as applicable, and (ii) neither (x) any Indemnified Person or any of its Related Indemnified Persons, nor (y) the Borrower (or any of its Subsidiaries or Affiliates) shall be liable for any indirect, special, punitive or consequential damages (with respect to the Borrower in the case of this clause (y), other than in respect of any such damages incurred or paid by an Indemnified Person to a third party) in connection with the Loan Documents (including without limitation reasonable attorney’s feesthe use of proceeds thereunder), expert witness fees and costs incurred by the Indemnitees, or with respect to any activities related to the Loan Documents; provided, that nothing contained in this sentence shall limit the Borrower’s (or its Subsidiaries’ and Affiliates’) indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim [***] (collectively “Claim”), that arises out of or relates in connection with which such Indemnified Person is otherwise entitled to (a) [***], (b) [***], indemnification hereunder. (c) [***]The Borrower shall not be liable for any settlement of any Action effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Action, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Action against such Indemnified Person in respect of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person (which approval shall not be unreasonable) from all liability with respect to claims that are the subject matter of such Action, (ii) does not include any statement as to any admission of fault or culpability of such Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement. (d) [***]Notwithstanding the foregoing, each Indemnified Person (and its Related Indemnified Persons) shall be obligated to refund and/or return promptly any and all amounts paid by the Borrower or on the Borrower’s behalf under this paragraph to such Indemnified Person (or its Related Indemnified Persons) for any such losses, claims, damages, liabilities and expenses to the extent such Indemnified Person (or its Related Indemnified Persons) is not entitled (as determined by a court of competent jurisdiction in a final and non-appealable judgment) to payment of such amounts in accordance with the terms hereof. (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims All amounts due under this Section 12.4 shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims be payable within thirty (30) days (or such longer period as the applicable Indemnified Person may agree to) following demand therefor and presentment of each of Indemnitees’ written requestsa reasonably-detailed invoice relating thereto setting forth such amounts in reasonable detail, together with any supporting documentation reasonably requested by the Borrower. (f) This Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesarising from any non-Tax claim.

Indemnity. Licensee hereby agrees (a) The Grantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Agent, each Secured Debt Representative and any parent, subsidiary or other affiliated entity each of TSRI their respective Affiliates and each and all of their trustees, respective directors, officers, partners, members, trustees, employees, scientistsattorneys, advisors and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”), that arises out Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or relates to (a) [***], willful misconduct of such Indemnitee. (b) [***], All amounts due under this Section 7.12 will be payable upon demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Security Document or any agreement or instrument or transaction relating in any respect to any Indemnified Liability, and each of the Grantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesCollateral Agent.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 9.2 and the indemnification provided pursuant to Sections 2.19(e) and 8.5, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Affected Party and any parenteach Lender, subsidiary or other affiliated entity of TSRI their Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents and persons identified in the last sentence of Section 2.4(b) hereof (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts in respect of claims for taxes not otherwise payable by Company under Section 2.16(b)(iii); provided, expert witness fees and costs incurred by the Indemnitees, Company shall not have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that arises out Indemnitee. 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 are violative of any law or relates public policy, Company shall contribute the maximum portion that it is permitted to (apay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Indemnification of an Affected Party is subject to and not in addition to the indemnification provided pursuant to Section 2.19(e) [***], and 8.5. (b) [***]To the extent permitted by applicable law, Company shall not assert, and Company hereby waives, any claim against any Affected Party or Lender and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees to To the fullest extent permitted by law, User shall indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parentLocation, subsidiary or other affiliated entity The Roman Catholic Archbishop of TSRI and Los Angeles, a corporation sole, Archdiocese of Los Angeles Education & Welfare Corporation, their trustees, directors, officers, employees, scientists, agents, successorsvolunteers and employees (“Indemnified Parties”), assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suitsdamages, actionslosses and expenses, including but not limited to attorney’s fees and expert costs and fees, and all other costs and expenses incurred as an incident thereto, arising out of, based on or relating to User’s use or occupancy of the Facility or the performance by User of this Agreement or the breach of any term, warranty or representation expressed herein, including any such claims, damages, liabilitiesloss or expense attributable to bodily injury, losses and other expensessickness, disease or death, or to injury to or destruction of real or personal property, including without limitation reasonable attorney’s feesloss of use resulting therefrom, expert witness fees to the extent caused in whole or in part by any acts or omissions of User, its agents, employees, vendors, subcontractors, guests or invitees, and costs incurred by anyone for whose acts User may be liable, whether or not such claims are based upon the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out active or passive negligence of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulationsIndemnified Parties, except that [***]User shall not be required to indemnify Indemnified Parties against a claim or loss arising from the sole negligence or willful misconduct of Indemnified Parties. LicenseeIn case any action or proceeding is brought against Indemnified Parties because of any such claim, User shall defend the same at User’s obligation expense by counsel reasonably satisfactory to defend such Claims shall apply Location. User hereby assumes all risk of damage to property and injury to persons in, on or about the Facility arising from any third party allegations or disputes that arise cause and hereby waives all claims in respect thereof against Indemnified Parties except for damages arising out of the sole negligence or relate to any willful misconduct of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesIndemnified Parties.

Indemnity. Licensee (a) The Corporation hereby agrees to indemnify, indemnify and defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI each of the Purchaser, its Affiliates, successors and any parent, subsidiary or other affiliated entity assigns and each of TSRI and their trusteesrespective officers, directors, officers, employees, scientists, agents, successors, assigns employees and other representatives agents (collectively, a “Purchaser Indemnified Party” or collectively the “IndemniteesPurchaser Indemnified Parties”) from and against against, and agrees to pay or cause to be paid to the Purchaser Indemnified Parties all amounts equal to the sum of, any and all claims, suitsdemands, actionscosts, damages, liabilitiesexpenses, losses and other expensesliabilities of any kind, other than loss of profits of such Purchaser Indemnified Parties or consequential damages (“Losses”) that the Purchaser Indemnified Parties may incur or suffer (including without limitation all reasonable attorney’s fees, expert witness legal fees and costs incurred expenses) which arise or result from any breach by the IndemniteesCorporation of any of its representations or warranties, with respect or failure by the Corporation to perform any of its covenants or agreements, in this Agreement or in any other Transaction Document or in any certificate or document delivered pursuant hereto or any other Transaction Document, including but not limited to any third party claim [***] (collectively “Claim”)claims arising or resulting from such breach or failure, that arises except to the extent such Losses arise out of the intentional or relates gross fault, gross negligence or willful misconduct of the Purchaser, their respective Affiliates, successors and assigns and their respective officers, directors, employees and agents. The rights of the Purchaser hereunder shall be in addition to, and not in lieu of, any other rights and remedies which may be available to (a) [***], it by Law. (b) [***]The Purchaser hereby agrees to indemnify and defend and hold harmless the Corporation, each of its Affiliates, successors and assigns and each of their respective officers, directors, employees and agents (ca “Corporation Indemnified Party” or collectively the “Corporation Indemnified Parties”) [***]from and against, and agrees to pay or cause to be paid to the Corporation Indemnified Parties all Losses that the Corporation Indemnified Parties may incur or suffer (dincluding without limitation all reasonable legal fees and expenses) [***]which arise or result from any breach by the Purchaser of any of its representations or warranties, (e) [***]or failure by the Purchaser to perform any of its covenants or agreements, and/or (f) Licensee’s in this Agreement or in any other Transaction Document or in any certificate or document delivered pursuant hereto or any Sublicensee’s failure to comply with any applicable lawsother Transaction Document, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply including but not limited to any third party allegations claims arising or disputes that resulting from such breach or failure, except to the extent such Losses arise out of the intentional or relate gross fault, gross negligence or willful misconduct of the Corporation or its respective Affiliates, successors and assigns and their respective officers, directors, employees and agents. Notwithstanding anything to the contrary in this Agreement, for purposes of this Section 8.1(b), in determining the existence of any inaccuracy in, or misrepresentation or breach of, any representation or warranty by the Purchaser, and the amount of any Losses, no effect shall be given to any qualification as to “materiality” or “Material Adverse Effect” in such representations and warranties. The rights of the items described Corporation hereunder shall be in subparagraphs (a) through (f) aboveaddition to, and not in lieu of, any other rights and remedies which may be available to it by Law or under the Transaction Documents. Licensee In no event shall not enter into any settlement the liability of the Purchaser hereunder exceed, in the aggregate, the amount paid to the Corporation in respect of the Initial Note and the Subsequent Note. Furthermore, in no event shall the liability of the Corporation hereunder exceed, in the aggregate, the amount paid by the Purchaser to the Corporation in respect of the Initial Note and the Subsequent Note together with the interest accrued thereon as provided in the Notes to the date that the indemnification paid to the Purchaser Indemnified Parties pursuant to this Article 8 equals the aggregate principal amount of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesNotes.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, the Administrative Agent, the L/C Issuer, the Arrangers and any parenteach Lender, subsidiary or other affiliated entity of TSRI their respective Affiliates and their trusteesrespective officers, partners, directors, officersshareholders, trustees, employees, scientistsrepresentatives, agents, successorsadvisors and attorneys (each, assigns and other representatives (collectivelyan “Indemnitee”), the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, OR SOLE NEGLIGENCE OF SUCH PERSON; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party Indemnified Liabilities, to the extent such Indemnified Liabilities arise from the gross negligence , bad faith or willful misconduct of that Indemnitee or its Indemnitee Related Persons, as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable, in whole or in part, because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees, or any of them. (b) To the extent permitted by applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim [***] against Lenders, the L/C Issuer, the Administrative Agent and their respective Affiliates, partners, directors, shareholders, trustees, employees, representatives, agents, advisors or attorneys, on any theory of liability, for special, indirect, consequential or punitive damages (collectively “Claim”)as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, that arises tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or relates any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued, and whether or not known or suspected to exist in its favor. (c) All amounts due under this Section 10.3 shall be due and payable within ten Business Days after demand therefor. (d) To the extent Borrower for any reason fails to pay any amount required under Section 10.2 or paragraph (a) [***], or (b) [***]of this Section 10.3 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Affiliate of any of the foregoing within the time specified above, each Lender severally agrees to pay to the Administrative Agent (cor any such sub-agent) [***]or such Affiliate, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective, whether or not the related losses, claims, damages, liabilities and related expenses are incurred, or asserted, by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Affiliate of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure are subject to comply with any applicable laws, rules or regulations, except the provisions of Section 2.12. Each Lender further agrees that [***]. Licensee’s obligation in the event a distribution to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, Beneficiaries is made that does not unconditionally release TSRI from conform to the provisions of Section 2.12(f), each Lender agrees that it shall turn over to the Administrative Agent all liability amounts payable (or that which would have a material adverse effect on TSRI’s reputation been payable to the Administrative Agent or business without TSRI’s prior written consent. Notwithstanding made in conformity with Section 2.12(f)) to the above, Indemnitees, at their expense, shall have the right Administrative Agent pursuant to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesSection 2.12(f).

Indemnity. Licensee Each Borrower hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to indemnify (a) [***]Agent, (b) [***]Letter of Credit Issuer, (c) [***]each Lender, (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any each of the items described Affiliates of each of the Persons listed in subparagraphs the foregoing clauses (a) through (fc), and (e) aboveeach of the directors, members, managers, general partners, limited partners, officers, and employees of each of the Persons listed in the foregoing clauses (a) through (d) (collectively, the "Indemnified Persons") and hold each of the Indemnified Persons harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered or incurred by such Indemnified Person (including reasonable attorneys' fees and legal expenses) as the result of any Borrower's failure to observe, perform or discharge such ▇▇▇▇▇▇▇▇'s duties hereunder. Licensee In addition, each Borrower shall not enter into defend each Indemnified Person against and save it harmless from all claims of any settlement Person with respect to the Collateral (except those resulting from the gross negligence or intentional misconduct of such Claims that imposes Indemnified Person). Without limiting the generality of the foregoing, these indemnities shall extend to any obligation on TSRI, that does not unconditionally release TSRI from all liability claims asserted against any Indemnified Person by any Person under any Environmental Laws by reason of any Borrower's or that would have a material adverse effect on TSRI’s reputation any other Person's failure to comply with laws applicable to solid or business without TSRI’s prior written consenthazardous waste materials or other toxic substances. Notwithstanding the aboveforegoing, Indemnitees(i) the foregoing indemnity shall not be available to any Indemnified Person to the extent that such losses, at their expenseclaims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Person's gross negligence or willful misconduct; (ii) such indemnity shall have not be available to any Indemnified Person for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such Indemnified Person and a Borrower are adverse parties to the right extent that such Borrower prevails on the merits, as determined by a court of competent jurisdiction by final and nonappealable judgment (it being understood that nothing in this Agreement shall preclude a claim or suit by a Borrower against any indemnitee for such Indemnified Person's failure to retain separate independent counsel perform any of its obligations to assist Borrowers under the Loan Documents); (iii) Borrowers shall not, in defending connection with any such Claims. In proceeding or related proceedings in the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, same jurisdiction and in that casethe absence of conflicts of interest, Licensee shall reimburse Indemnitees be liable for all the fees and expenses of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty more than one law firm at any one time for the Indemnified Person (30) days of each of Indemnitees’ written requests. This indemnity which law firm shall be selected (x) by mutual agreement of Agent and Borrower Representative or (y) if no such agreement has been reached following Agent's good faith consultation with Borrower Representative with respect thereto, by Agent in its sole discretion); (iv) each Indemnified Person shall give Borrower Representative (A) prompt notice of any such action brought against such Indemnified Person in connection with a direct payment obligation claim for which it is entitled to indemnity under this Section 12.4 and (B) an opportunity to consult from time to time with such Indemnified Person regarding defensive measures and potential settlement; and (v) Borrowers shall not merely a reimbursement be obligated to pay the amount of any settlement entered in to without their written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding any contrary provision in this Agreement, the obligation of Licensee to IndemniteesBorrowers under this Section 12.4 shall survive the payment in full of the Obligations and the termination of this Agreement.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Affected Party and any parenteach Agent, subsidiary or other affiliated entity of TSRI their Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, expert witness fees and costs incurred by the Indemnitees, Company shall not have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that arises out Indemnitee. 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 are violative of any law or relates public policy, Company shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, Company shall not assert, and Company hereby waives, any claim against any Affected Party or Agent and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Revolving Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee 2.1 Subject to the terms of this deed, the Company hereby agrees (without prejudice to indemnify, defend (by counsel reasonably acceptable any other indemnity to TSRIwhich the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless TSRI and any parent, subsidiary or other affiliated entity the Director out of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and assets of the Company against all claims, suits, actions, damages, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and other expenses, including without limitation reasonable attorney’s feescosts, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) ("Liability" or "Liabilities") which may be made against him or which he may suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported execution or discharge of his duties or responsibilities or the exercise or purported exercise of his powers or discretions as a director or officer or employee of the Company or any other companies of which he has been requested to act as director or other such officer by the Company (“Associated Companies”) or otherwise in relation thereto or in connection therewith, including (but without limitation) and any Liability reasonably incurred or suffered in relation to any reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2 Subject to the terms of this deed, the Company shall pay the reasonable legal and other costs and expenses (the "Costs") incurred by the IndemniteesDirector in defending any claim, action or proceedings (whether civil, criminal or regulatory) in connection with respect the actual or purported execution and/or discharge of the duties of his office and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the Law other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company or any Associated Companies by way of a loan, save where the Company considers (acting reasonably) that it would not promote the success of the Company to any third party claim [***] (collectively “Claim”), that arises out of or relates to do so. The following provisions shall apply: (a) [***], the Company (acting reasonably) may impose such terms as it sees fit in connection with the granting of such loan; (b) [***]the Director shall repay any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection with the matters referred to above) in the event that the Director is convicted or judgment is given against him in the proceedings or the court refuses to grant the Director relief on the application on the date on which the conviction, judgment or refusal of relief (as applicable) becomes final; (c) [***]if once the claim, (d) [***]action or proceedings have been finally concluded and there has been no adverse judgement against the Director, (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s the Director shall be exonerated from the obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of repay the items described loan and the Company’s indemnity obligation in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity clause 2 shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthereby satisfied.

Indemnity. Licensee hereby In addition to the payment of expenses pursuant to Section 10.2, each Credit Party agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent, each Issuing Bank, each Lender and any parenteach of their respective Related Persons (each, subsidiary or other affiliated entity of TSRI and their trusteesan “Indemnitee”), directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and 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, Indemnified Liabilities; provided that no Credit Party will have any obligation to any Indemnitee hereunder with respect to any third party claim [***] Indemnified Liabilities to the extent such Indemnified Liabilities (collectively “Claim”)i) arise from (A) the bad faith, gross negligence or willful misconduct of that arises out Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable order or relates to (aB) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s any material breach of the obligations of that Indemnitee or its Related Persons under this Agreement or any Sublicensee’s failure to comply with any applicable laws, rules other Credit Document as determined by a court of competent jurisdiction in a final non-appealable order or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or (ii) relate to any dispute solely among Indemnitees other than (A) claims against an Agent, in its capacity as such or in fulfilling its role as an Agent, and (B) claims arising out of any act or omission on the part of any Credit Party or any Subsidiary or Affiliates; provided further that the Credit Parties, taken as a whole, shall be responsible hereunder for the fees and expenses of only one counsel for each similarly situated group of affected Indemnitees in connection with indemnification claims arising out of the items described same facts or circumstances and, if reasonably necessary or advisable in subparagraphs (a) through (f) abovethe judgment of the Agents, a single regulatory counsel in each applicable specialty and a single local or foreign counsel to the Indemnitees taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel, one additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each applicable jurisdiction, in each case, to each similarly situated group of affected Indemnitees. Licensee shall To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. The Credit Parties agree, jointly and severally, that, without the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld or delayed, the Credit Parties will not enter into any settlement of a claim in respect of which indemnification could have been sought by an Indemnitee under this Section 10.3(a) unless such Claims that imposes any obligation on TSRI, that does not unconditionally settlement includes an explicit and unconditional release TSRI from the party bringing such claim of all liability or that would Indemnitees which could have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right sought indemnification with respect to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requestsclaim under this Section 10.3(a). This indemnity shall be a direct payment obligation and Section 10.3 will not merely a reimbursement obligation of Licensee apply with respect to IndemniteesTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. Licensee 2.1 Save as provided in clause 3, the Company hereby agrees (without prejudice to indemnify, defend (by counsel reasonably acceptable any other indemnity to TSRIwhich the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless TSRI and any parent, subsidiary or other affiliated entity the Director out of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and assets of the Company against all claims, suits, actions, damages, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and other expenses, including without limitation reasonable attorney’s feescosts, expert witness fees and costs reasonable travel expenses incurred with the prior written consent of the Company) (“Liability” or “Liabilities”) which may be made against him or which he may suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported execution or discharge of his duties or responsibilities or the exercise or purported exercise of his powers or discretions as a director or officer or employee of the Company or any other companies of which he has been requested to act as director or other such officer by the Company (“Associated Companies”) or otherwise in relation thereto or in connection therewith, including (but without limitation) any Liability reasonably suffered or incurred by the IndemniteesDirector in disputing, defending, investigating or providing evidence in connection with respect any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal) (and for the purpose of this clause 2 alleged claims, demands, investigations or proceedings shall include any allegations made formally or informally by reports in the press, public statement or other media) and any Liability reasonably incurred or suffered in relation to any third party claim [***] reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (collectively “Claim”whether civil or criminal), that arises out of or relates . 2.2 Without prejudice to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the generality of the items described indemnity in subparagraphs clause 2.1 above and subject always to the provisions of clause 3.2, the Company shall pay the reasonable legal and other expenses (athe “Costs”) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding incurred by the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist Director in defending any such Claims. In claim, action or proceedings (whether civil, criminal or regulatory) in connection with the actual or purported execution and/or discharge of the duties of his office and/or the actual or purported exercise of his powers or discretions and/or otherwise in relation thereto or in connection with any application under Article 212 of the Law other than in case of claims, actions or proceedings (whether civil or criminal) brought by the Company or any Associated Companies provided that the Director shall repay any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection with the matters referred to above) in the event Licensee fails that the Director is convicted or judgment is given against him in the proceedings or the court refuses to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses grant the Director relief on the application on the date on which the conviction, judgment or refusal of relief (as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30applicable) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesbecomes final.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRIi) The Borrower shall indemnify and hold harmless TSRI and any parentthe Administrative Agent, subsidiary or other affiliated entity of TSRI the Lenders and their trusteesrespective Affiliates, and their respective partners, directors, officers, employees, scientists, agents, successors, assigns agents and other representatives advisors (collectively, collectively the “Indemnitees”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, suits, actions, damages, liabilities, losses liabilities and other expenses, related expenses (including without limitation the reasonable attorney’s fees, expert witness fees charges and costs disbursements of any counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”), incurred by the Indemnitees, with respect to any Indemnitee or asserted against any Indemnitee by any third party claim [***] or by the Borrower, the Equityholder, the Administrative Agent, any Lender or the Collateral Manager (collectively “Claim”)as applicable) arising out of, that arises out in connection with, or as a result of (A) the execution or relates to (a) [***]delivery of this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (bB) [***]any Loan or equity contribution or the use or proposed use of the proceeds therefrom, or (cC) [***]any actual or prospective claim, (d) [***]litigation, (e) [***], and/or (f) Licensee’s investigation or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate proceeding relating to any of the items described in subparagraphs (a) through (f) above. Licensee foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not enter into as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or equity contribution or the use of the proceeds thereof. No Indemnitee 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 Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this subsection shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the parties under the Transaction Documents and the termination of the Transaction Documents. All amounts due under this subsection shall be payable within ten Business Days after demand therefor to the extent that funds in the Accounts are available for such payment in accordance with this Agreement. If the foregoing indemnification is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, then the Borrower agrees to contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, but also the relative fault of such Indemnitee, on the one hand, and the Borrower and its Affiliates, on the other hand, as well as any other relevant equitable considerations. This Section 13(e)(i) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. (ii) The Collateral Manager agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Collateral Manager of any covenant or any of its obligations under any Transaction Document, (B) the failure of any of the representations or warranties of the Collateral Manager set forth in any Transaction Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and (C) by reason of any gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment) on the part of the Collateral Manager in its capacity as Collateral Manager; except the Collateral Manager shall not be liable to the extent any such losses, claims, damages, liabilities or related expenses (x) result from the performance or non-performance of the Portfolio Assets or (y) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(ii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. The Collateral Manager shall not have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of such Claims a matter that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability is (or that would have a material adverse effect on TSRI’s reputation or business could be) subject to indemnification hereunder without TSRI’s the prior written consent. Notwithstanding consent of the aboveCollateral Manager (which consent shall not be unreasonably withheld or delayed). (iii) The Equityholder agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, Indemniteesin each case arising out of or in connection with or by reason of any one or more of the following: (A) any breach by the Equityholder of any covenant or any of its obligations under any Transaction Document, at their expense(B) the failure of any of the representations or warranties of the Equityholder set forth in any Transaction Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and (C) any gross negligence, bad faith or willful misconduct on the part of the Equityholder in its capacity as Equityholder; except the Equityholder shall have not be liable to the right to retain separate independent counsel to assist in defending extent any such Claimslosses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s bad faith, gross negligence or willful misconduct; provided that this Section 13(e)(iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses arising from any non-Tax claim. In The Equityholder shall not have any liability hereunder to any Indemnitee to the event Licensee fails extent an Indemnitee affects any settlement of a matter that is (or could be) subject to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees indemnification hereunder without the prior written consent of the Equityholder (which consent shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling not be unreasonably withheld or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesdelayed).

Indemnity. Licensee hereby agrees to indemnifyA. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.8), Design Professional shall defend (by with legal counsel reasonably acceptable to TSRI) City), indemnify, and hold harmless TSRI City and any parentits officers, subsidiary or other affiliated entity of TSRI and their trustees, directors, officerselected officials, employees, scientists, agents, successors, assigns and other representatives volunteers (collectively, the “collectively "Indemnitees”") from and against any and all claims, suitsloss, actionscost, damagesdamage, liabilitiesinjury (including, losses without limitation, injury to or death of an employee of Design Professional or its subconsultants), expense and other expensesliability of every kind, including nature and description (including, without limitation limitation, fines, penalties, reasonable attorney’s court costs and reasonable attorneys' fees, litigation expenses and fees of expert witness fees consultants or expert witnesses incurred in connection therewith, and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”of investigation), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such negligence, recklessness, or willful misconduct includes without limitation the failure of Design Professional to disclose information known by Design Professional to be material to performing the Services. Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the negligence, active negligence, or willful misconduct of such Indemnitee. Notwithstanding any provision of this Agreement to the contrary, the extent of Design Professional's obligation to defend, indemnify, and hold harmless shall be governed by the provisions of California Civil Code Section 2782.8. B. Neither termination of this Agreement nor completion of the items described in subparagraphs (a) through (f) above. Licensee Services shall not enter into any settlement release Design Professional from its obligations under this Section 11, as long as the event giving rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective date of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claimstermination or completion. C. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement. In the event Licensee If Design Professional fails to promptly obtain such indemnity obligations from others as required, Design Professional shall be fully responsible for all obligations under this Section. City's failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. D. Design Professional's compliance with the insurance requirements does not relieve Design Professional from the obligations described in this Section 11, which shall apply whether or not such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right insurance policies are applicable to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling a claim or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesdamages.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Affected Party and any parenteach Agent, subsidiary or other affiliated entity of TSRI their Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, expert witness fees and costs incurred by the Indemnitees, Company shall not have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that arises out Indemnitee. 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 are violative of any law or relates public policy, Company shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, Company shall not assert, and Company hereby waives, any claim against any affected Party or Agent and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Revolving Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees to (i) To the fullest extent permitted by Requirements, Tenant shall indemnify, defend (by counsel reasonably acceptable to TSRI) defend, protect and hold Landlord and the other Indemnitees harmless TSRI of and any parentfrom third party Claims to the extent arising out of or in connection with the following (including, subsidiary but not limited to, Claims brought by or other affiliated entity on behalf of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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 Indemniteesemployees of Tenant, with respect to which Tenant waives, for the benefit of the Indemnitees, any immunity to which Tenant may be entitled under any worker’s compensation laws): (a) the making of Alterations, or (b) injury to or death of persons or damage to property occurring or resulting directly or indirectly from: (i) the use or occupancy of, or the conduct of business in, the Premises; (ii) damage to the Building Systems of the Project caused by Tenant; (iii) the use, generation, storage, handling, release, transport, or disposal by Tenant or any other Tenant Parties of any Hazardous Materials in or about the Premises or any other portion of the Project; (iv) any other occurrence or condition in or on the Premises; and (v) negligent acts or omissions of Tenant or any other Tenant Parties in or about any portion of the Project. The foregoing indemnification shall not apply in favor of any particular Indemnitee to the extent that a Claim was proximately caused by the willful misconduct or gross negligence of such Indemnitee. In that event, however, the indemnification under this Section 16.2(a)(i) shall remain valid for all other Indemnitees. (ii) To the fullest extent permitted by Requirements, Landlord shall indemnify, defend, protect and hold Tenant harmless of and from third party claim [***] (collectively “Claim”), that arises Claims to the extent arising out of or relates in connection with any occurrence, accident or injury within the Common Areas caused by the negligence or willful misconduct of Landlord, including, but not limited to, Claims brought by or on behalf of employees of Landlord, with respect to (a) [***]which Landlord waives, (b) [***]for the benefit of Tenant, (c) [***], (d) [***], (e) [***], and/or (f) Licenseeany immunity to which Landlord may be entitled under any worker’s compensation laws. The foregoing indemnification shall not apply in favor of Tenant to the extent that a Claim was proximately caused by the willful misconduct or gross negligence of Tenant or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesTenant Party.

Indemnity. Licensee hereby agrees To the extent not expressly prohibited by law, Tenant (referred herein, the “Indemnitor”) agree to indemnify, defend (by counsel reasonably acceptable to TSRI) defend, and hold harmless TSRI Landlord and any parentits agents, subsidiary or other affiliated entity of TSRI and their trusteespartners, shareholders, members, officers, directors, officers, employees, scientists, agents, successors, assigns beneficiaries and other representatives employees (collectively, collectively hereinafter referred to as the “Indemnitees”) from and against all claims, suits, actionsany losses, damages, liabilitiesjudgments, losses claims, expenses, costs and other expensesliabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorney’s fees, expert witness actual attorneys’ fees and costs incurred by expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from any act or occurrence in the Premises, and from the negligent act or omission of Indemnitor elsewhere on and about the Project, EVEN IF SUCH LOSS, INJURY OR DAMAGE RESULTS FROM THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF LANDLORD OR LANDLORD’S INDEMNITEES. Such third parties shall not be deemed third-party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to indemnify, defend, and hold harmless Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable actual attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any from. Except to the extent directly arising out of any negligent or willfully wrongful act or omission of Tenant, and any of Tenant’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees, or by anyone else acting at the direction, with respect to the permission, or under the control, of Tenant, Landlord shall defend, protect, indemnify and hold harmless Tenant from and against any third party claim [***] (collectively “Claim”)and all losses, that arises damages, judgments, claims, expenses, costs and liabilities based in whole or in part on the negligence or willful misconduct of Landlord or any of Landlord’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees arising out of or relates relating to (ai) [***]the use or occupancy, (b) [***]or manner of use or occupancy, (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described Common Areas and (ii) any act of Landlord or any of Landlord’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesPremises.

Indemnity. Licensee hereby To the extent permitted by the Constitution and laws of State of Texas, TIPS agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI and any parentdefend the Vendor, subsidiary its member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or other affiliated entity resulting from, negligent or intentional acts on the part of TSRI and their trusteesTIPS, directorsits officers, employees, agents, subcontractors, licensees, or invitees, except to the extent such claims are based in whole or in part upon the negligent or intentional acts or omissions of the Vendor or its member(s), officers, employees, scientistsor agents. To the extent permitted by the Constitution and laws of State of Texas, agentsTIPS further agrees to indemnify and hold harmless and defend the Vendor, successorsits member(s), assigns officers and other representatives (collectivelyemployees, the “Indemnitees”) from and against all claimsclaims and suits for injuries (including death) to an officer, suitsemployee, actionsagent, damagessubcontractor, liabilitiessupplier or equipment lessee of TIPS, losses and other expensesarising out of, including without limitation reasonable attorneyor resulting from, TIPS’ negligent or intentional acts, except to the extent such claims are based in whole or in part upon the negligent acts or omissions of the Vendor, its member(s), officers, employees, or agents. Notwithstanding anything to the contrary in this Agreement, the Vendor’s fees, expert witness fees and costs liability to TIPS shall be limited to unmitigatable direct damages actually incurred by the Indemnitees, TIPS with respect to any third party claim [***] and all claims arising out of the performance or nonperformance of the Vendor’s obligations under this Agreement and shall not in total exceed the amounts paid under this Agreement. Nothing in this agreement limits the Vendor's liability to a TIPS Member that contracts with the Vendor for services unless otherwise agreed by the TIPS Member and the Vendor. NEITHER TIPS NOR THE VENDOR, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISERS, REPRESENTATIVES, AFFILIATES, OR SUCCESSOR OR ASSIGNS WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY ACTIONS RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR ANY ORDER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (collectively “Claim”INCLUDING NEGLIGENCE), that arises out of or relates to (a) [***]STRICT LIABILITY, (b) [***]PROFESSIONAL LIABILITY, (c) [***]CONTRIBUTION, (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]OR OTHERWISE. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) aboveNOTHING IN THIS AGREEMENT LIMITS THE VENDOR'S LIABILITY TO A TIPS MEMBER THAT CONTRACTS WITH THE VENDOR FOR SERVICES UNLESS OTHERWISE AGREED BY THE TIPS MEMBER AND THE VENDOR. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have TIPS reserves the right to retain separate independent counsel to assist award multiple vendor Agreements per Texas Government Code §2269 for categories when deemed in defending the best interest of the TIPS Membership. Bidders scoring the solicitation’s specified minimum score or above will be considered for an award. Categories are established at the discretion of TIPS. By signature hereon, the bidder hereby certifies that heƒshe is not currently delinquent in the payment of any such Claims. In franchise taxes owed the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided aboveState of Texas under Chapter 171, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesTax Code.

Indemnity. Licensee Assignor hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold Assignee harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suitsdemands, actionslosses, damages, liabilitiesexpenses and costs including, losses and other expensesbut not limited to, including without limitation reasonable attorney’s fees, expert witness attorneys’ fees and costs incurred by expenses actually incurred, arising out of or in connection with Assignor’s failure, prior to the Indemniteesdate of this Assignment, to observe, perform and discharge each and every one of the covenants, obligations and liabilities of the tenant under the Lease, to be observed, performed or discharged on, or relating to, or accruing with respect to any third party claim [***] (collectively “Claim”)the period prior to the date of this Assignment. Assignee hereby agrees to indemnify and hold Assignor harmless from and against all claims, that arises demands, losses, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or relates in connection with Assignee’s failure, from and after the date of this Assignment, to (a) [***]observe, (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any perform and discharge each and every one of the items described in subparagraphs (a) through (f) above. Licensee shall covenants, obligations and liabilities of the tenant under the Lease, to be observed, performed, or discharged on, or relating to, or accruing with respect to, the period from and after, but not enter into any settlement before, the date of this Assignment, including, without limitation, all such Claims that imposes any obligation on TSRIcovenants, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claimsobligations and liabilities under Revised Article 35. In addition, Assignee hereby agrees that its indemnity of Landlord under Section 35.11.1 of Revised Article 35 shall also run in favor of Assignor, substituting “Assignee” for “Tenant” and “Assignor” for “Landlord,” where applicable, including in the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and definitions of capitalized terms used in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteessaid Section 35A 1.1.

Indemnity. 10.1.1. Licensee hereby agrees to shall indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI Licensors and their current or former directors, governing board members, trustees, directors, officers, faculties, medical and professional staffs, employees, scientistsstudents, agents, and agents and their respective successors, heirs and assigns and other representatives (collectively, the “Indemnitees”) from and against all claimsany third party claim, suitsliability, actionscost, damagesexpense, liabilitiesdamage, losses deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorney’s fees and other expensescosts and expenses of litigation) (collectively, “Claims”), based upon, arising out of, or otherwise relating to the practice of any right or license under this Agreement by or on behalf of Licensee, any of its Affiliates, or any of its Sublicensees, including without limitation reasonable attorney’s feesany cause of action relating to product liability concerning any product, expert witness fees process, or service made, used or sold pursuant to any right or license granted under this Agreement, except to the extent any such Claim is based on the gross negligence or willful misconduct of any Indemnitee. HHMI and costs incurred its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”) will be indemnified, defended by counsel acceptable to HHMI, and held harmless by the IndemniteesLicensee from and against any Claim, with respect based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any third party claim [***] (collectively “Claim”)Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. As a condition of indemnification under this Section 10, that arises out of or relates to (a) [***]the Indemnitees shall provide Licensee with prompt written notice of any claim, suit or action for which indemnification is sought (provided that the failure of Indemnitees so to notify Licensee will relieve Licensee from liability for indemnification only to the extent Licensee is prejudiced by such delay); (b) the Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such Claims, and Licensee shall not be obligated to indemnify any Indemnitee in connection with any settlement for any Claim unless Licensee previously consents in writing to such settlement; and (c) the Indemnitees shall cooperate fully with Licensee in such defense, at Licensee’s expense, and will permit Licensee to conduct and control such defense and the disposition of any such claim, suit, or action for which Licensee acknowledges it is fully responsible; provided that Licensee shall not settle any such claim, suit or action by admitting fault or liability on the part of the Licensors, or that would limit the scope or validity of any of the Licensed Patent Rights, without the prior written consent of Licensors, which consent shall not be unreasonably denied or delayed. Notice of any claim for which indemnification may be sought pursuant to this Agreement shall be given reasonably promptly by HHMI following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI Indemnitee to give reasonably prompt notice to Licensee of any such claim shall not affect the rights of such HHMI Indemnitee unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects Licensee. Licensee agrees not to settle any Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) [***]such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities, or (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out settlement would not include an unconditional release of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI all HHMI Indemnitees from all liability or for claims that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consentare the subject matter of the settled Claim. 10.1.2. Notwithstanding the above, IndemniteesLicensee shall, at their its own expense, shall have the right provide attorneys reasonably acceptable to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right Harvard to defend themselvesagainst any actions brought or filed against any Indemnitee hereunder with respect to the subject of indemnity contained herein, and in that casewhether or not such actions are rightfully brought. Licensee shall, Licensee shall reimburse Indemnitees for all at its own expense, provide attorneys reasonably acceptable to HHMI to defend against any actions brought or filed against any HHMI Indemnitee hereunder with respect to the subject of their reasonable attorney’s feesindemnity contained herein, costs and damages incurred in settling whether or defending not such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesactions are rightfully brought.

Indemnity. Licensee hereby agrees (a) The Borrower, jointly and severally agree, to indemnifypay, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI each Lender, each Agent, each Arranger, each Bookrunner and any parent, subsidiary or other affiliated entity of TSRI each Issuing Bank and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives respective Related Parties (collectively, without duplication) (the “IndemniteesProtected Persons”) from and against any and all losses, claims, suitsdamages and liabilities of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, actionsexpenses, disbursements and other charges of one firm of counsel for all Protected Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Protected Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Protected Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Protected Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Protected Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Protected Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Protected Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Protected Person or any of its Related Parties under the terms of this Agreement by such Protected Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Protected Persons that does not involve an act or omission by the Borrower or any of its Subsidiaries; provided, further, that the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 10.3 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.3 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, losses and other expensesobligations, including without limitation reasonable attorney’s feespenalties, expert witness fees and costs incurred by the Indemniteesactions, with respect to judgments, suits, costs, expenses or disbursements arising from any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], non-Tax claim. (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s No Credit Party or any SublicenseeProtected Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided that the foregoing shall not limit the Borrower’s failure indemnification obligations to comply the Protected Persons pursuant to Section 10.3(a) in respect of damages Incurred or paid by an Protected Person to a third party. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with any applicable laws, rules this Agreement or regulationsthe other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that [***]. Licensee’s obligation to defend such Claims shall apply to damages have resulted from the willful misconduct, bad faith or gross negligence of any third party allegations Protected Person or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement its Related Parties as determined by a final and non-appealable judgment of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all court of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteescompetent jurisdiction.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRIi) The Company shall indemnify and hold harmless TSRI Roivant and any parentits respective partners, subsidiary or other affiliated entity of TSRI and their trusteesshareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, scientists, agents, successors, assigns counsel and other representatives and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents, counsel and other representatives of each of the foregoing (collectively, the “Indemnitees”) from and against any and all claimsactions, causes of action, suits, actions, damagesclaims, liabilities, losses losses, damages and other expenses, costs and out-of-pocket expenses in connection therewith (including without limitation reasonable attorney’s fees, expert witness attorneys’ and accountants’ fees and costs expenses) incurred by the IndemniteesIndemnitees or any of them on or after the Effective Date (collectively, the “Indemnified Liabilities”) as a result of, arising out of or in any way relating to (i) Roivant’s status as a holder of Equity Securities and (ii) the operations of the Company or any of its Subsidiaries; provided that the foregoing indemnification rights shall not be available with respect to any third party claim [***] (collectively “Claim”)such Indemnified Liabilities arising on account of an Indemnitee’s gross negligence or willful misconduct; provided, further, that, if and to the extent that arises out of the foregoing undertaking may be unavailable or relates unenforceable for any reason, the Company shall make the maximum contribution to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify payment and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days satisfaction of each of Indemnitees’ written requests. This indemnity the Indemnified Liabilities which is permissible under applicable Law. (ii) Each Party shall be a direct payment obligation indemnify and not merely a reimbursement obligation hold harmless the other Party and its Indemnitees for any breach of Licensee Section 4.05 hereof due to Indemniteesthe gross negligence or willful misconduct of such Party or its Representatives.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parenteach Lender and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, directors, officerstrustees, employees, scientistsagents and Affiliates of each Agent and each Lender (each, agentsan “Indemnitee”), successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the breach of contract, gross negligence or willful misconduct of that arises out Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or relates public policy, the applicable Credit Party shall, subject to (a) [***]the proviso in the preceding sentence, contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s arising out of, as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees (a) Except for losses, damages and claims arising out of the negligence or willful misconduct of LANDLORD or LANDLORD’s agents, contractors and employees, TENANT shall indemnify defend and hold LANDLORD harmless from and against any and all costs, claims, demands or liability arising from: (i) TENANT’s use of the PREMISES; (ii) the conduct of TENANT’s business or anything else done by TENANT or permitted by TENANT to be done in or about the PREMISES; or (iii) any misrepresentation or breach of warrant by TENANT under this LEASE. (b) Except for losses, damages and claims to the extent arising out of the acts or omissions of TENANT or TENANT’s agents, contractors and employees, LANDLORD shall, indemnify, defend and hold TENANT harmless from and against any and all costs, claims, demands or liability arising from: (i) LANDLORD’s ownership or operation of the PREMISES and the SHOPPING CENTER; (ii) the conduct of LANDLORD or anything else done by counsel reasonably acceptable LANDLORD or permitted by LANDLORD to TSRIbe done in or about the PREMISES or the SHOPPING CENTER; (iii) any misrepresentation or breach of warranty by LANDLORD under this LEASE; and (iv) subject to TENANT’s obligations pursuant to Section 12.20 below, actual or threatened violations of any laws governing or regulating “HAZARDOUS MATERIALS” as defined in Section 12.20 below, within, upon, under, or adjacent to the PREMISES or the SHOPPING CENTER or other damages, fines, penalties, acts, costs, claims, or liabilities incurred in connection therewith, including, without limitation, the cost of any investigation, remediation, restoration, cleanup and/or abatement. As used in the above Subsections 5.04(i), (ii), (iii) and hold harmless TSRI (iv), the term “LANDLORD” shall include any affiliate of LANDLORD that owns the SHOPPING CENTER, and any parent, subsidiary or other affiliated entity all of TSRI and their trustees, directors, officers, the employees, scientists, agents, successorscontractors and invitees, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out as applicable of LANDLORD or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out affiliate of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesLANDLORD.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, members, directors, officerstrustees, advisors, employees, scientists, agents, successorssub-agents and Affiliates of each Agent and each Lender (each, assigns and other representatives (collectivelyan “Indemnitee”), the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that arises out it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or relates to (a) [***], any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s arising out of, as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable lawsLoan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, rules and Holdings and each Borrower hereby waives, releases and agrees not to ▇▇▇ upon any such claim or regulationsany such damages, except that [***]whether or not accrued and whether or not known or suspected to exist in its favor. Licensee’s obligation No Credit Party shall have any liability for any special, punitive, indirect or consequential damages relating to defend such Claims shall apply to this Agreement or any third party allegations other Credit Document or disputes that arise arising out of its activities in connection herewith or relate to therewith (whether before or after the Closing Date). If any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity amounts due under this Section 10.3 shall be have been paid after demand therefor, the applicable Indemnitee shall promptly refund such amount to the extent that there is a direct final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment obligation and not merely a reimbursement obligation pursuant to the express terms of Licensee to Indemniteesthis Section 10.3.

Indemnity. Licensee hereby agrees to indemnify‌ (a) The Accreditation Authority indemnifies (and must keep indemnified) the National Boards, defend (by counsel reasonably acceptable to TSRI) AHPRA, and hold harmless TSRI and any parent, subsidiary or other affiliated entity each of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns employees and other representatives agents (collectively, the “Indemnitees”referred to in this clause as 'those indemnified') 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 Losses sustained or incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises those indemnified and arising out of or relates as a consequence of:‌ (i) any Claim against any of those indemnified in relation to any act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; (aii) [***]any negligent, reckless or unlawful act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; and (iii) any breach of clause 13 or any representation or warranty given by the Accreditation Authority under this Agreement, except to the extent that Loss attaches to AHPRA under section 236(2) of the National Law. (b) [***]The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent that any negligent, reckless or unlawful act or omission on the part of those indemnified directly caused the relevant Loss. (c) [***]The right of those indemnified to be indemnified under this clause 11.1 is in addition to, and not exclusive of, any other right, power, or remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (d) [***], AHPRA holds the benefit of this indemnity on trust for the benefit of the National Boards and AHPRA's personnel. (e) [***], and/or (f) Licensee’s Nothing in this Agreement is intended to limit or otherwise contract out of Proportionate Liability Legislation or any Sublicensee’s failure liability that attaches to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any AHPRA under section 236(2) of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesNational Law.

Indemnity. Licensee hereby agrees (a) The Grantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Agent and any parent, subsidiary or other affiliated entity each of TSRI its Affiliates and each of their trustees, respective directors, officers, members, partners, trustees, employees, scientists, attorneys and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, that arises out bad faith or willful misconduct of or relates to (a) [***], such Indemnitee. (b) [***], All amounts due under this Section 7.12 will be payable upon demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Security Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Grantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesCollateral Agent.

Indemnity. Licensee hereby agrees to indemnifyThe Borrower shall (i) pay all reasonable out-of-pocket expenses incurred by the Bank, defend including the reasonable fees, charges and disbursements of any one counsel for the Bank, in connection with the enforcement or protection of its rights in connection with this Agreement and (by counsel reasonably acceptable to TSRIii) indemnify the Bank and hold harmless TSRI its affiliates and any parent, subsidiary or other affiliated entity of TSRI and their trustees, the respective directors, officers, employees, scientists, agents, successors, assigns agents and other representatives advisors of the Bank and such Person’s affiliates (collectively, the each such Person being called an “IndemniteesIndemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, suits, actions, damages, liabilities, losses liabilities and other related expenses, including without limitation reasonable attorney’s the fees, expert witness fees charges and costs disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out execution or delivery of this Agreement or relates to (a) [***]the performance by the parties hereto of their respective obligations hereunder, (bii) [***]any Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, (c) [***]litigation, (d) [***], (e) [***], and/or (f) Licensee’s investigation or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate proceeding relating to any of the items described in subparagraphs (a) through (f) above. Licensee foregoing, regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not enter into not, as to any settlement Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Claims that imposes any obligation on TSRIIndemnitee, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that each case, Licensee as determined by a final, non-appealable judgment of a court of competent jurisdiction. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and damages incurred in settling other expenses associated with any defense and any potential settlement or defending such Claims within thirty (30) days of each of Indemnitees’ written requestsjudgment. This indemnity shall be a direct payment obligation To the extent reasonably practicable and not merely disadvantageous to any Indemnitee, it is anticipated that a reimbursement obligation single counsel selected by the Borrower may be used. Settlement of Licensee any claim or litigation involving any material indemnified amount will require the approvals of the Borrower (not to Indemniteesbe unreasonably withheld or delayed) and the relevant Indemnitee (not to be unreasonably withheld or delayed).

Indemnity. Licensee hereby agrees to indemnify(a) From and after the Closing, defend each party hereto (by counsel reasonably acceptable to TSRIeach of which is an “Indemnifying Party”) shall indemnify and hold harmless TSRI the other party and any parent, subsidiary or other affiliated entity its Affiliates (each of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the which is an “IndemniteesIndemnified Party”) from and against any and all charges, complaints, claims, suits, actions, causes of action, losses, damages, liabilitiesliabilities and expenses of any nature whatsoever (each, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively a “Claim”), that arises including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relates relating to, asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Party prior to Closing Date); provided, however, that: (ai) [***]no Optionee shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or fraud or (B) the operation of the business of Ashford Trust OP, the Property Entities, Ashford Trust TRS or the TRS Entities, or the ownership and operation of the Property for the period prior to the Closing Date; and (ii) no Grantor shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the Property, (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or fraud or (C) the operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or the TRS Entities, or the ownership and operation of the Property for the period from and after the Closing Date; and (b) [***]Ashford Trust OP and Ashford Trust TRS shall indemnify Optionees and hold them harmless from and against all Losses arising from: (A) all Taxes of the Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the portion of such Tax period that ends on and includes the Closing Date, and (C) all Taxes of any Person imposed on the Optionees as a transferee or successor, by contract or pursuant to any Law (including, but not limited to, Treasury Regulations Section 1.1502-6 and V.T.C.A., Tax Code, Chapter 171) with respect to obligations or relationships existing on or prior to the Closing Date or by agreements entered into or transactions entered into on or prior to the Closing Date; provided, however, that for the avoidance of doubt: (i) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any Taxes or Losses with respect to Taxes that are attributable to any transaction that occurs on or after the Closing. (ii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability to either Optionee for any Losses attributable to Taxes with respect to (A) any Tax period beginning after the Closing Date, or (B) any portion of a straddle period (a Tax period which includes but does not end on the Closing Date) that accrue to the period following the Closing Date. (iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any transfer Taxes related to the transactions contemplated by this Option Agreement or the exercise of the Purchase Option, which shall be paid by Ashford Prime. (c) [***]From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Closing Date under the Existing Guarantees, which Existing Guarantees, if any, shall be specifically identified to and acknowledged by Ashford Prime OP and Ashford Prime at the time of the Closing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees. (d) [***]For the avoidance of doubt, (e) [***], and/or (f) Licensee’s or Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Sublicensee’s failure Losses for which Optionees are entitled to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselvesindemnification under this Article VIII, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity Optionees shall be a direct payment obligation jointly and not merely a reimbursement obligation of Licensee severally liable to IndemniteesAshford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not any or all of the transactions contemplated hereby shall be consummated, each Note Party agrees to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, the Administrative Agent and any parenteach Holder, subsidiary or other affiliated entity of TSRI their Affiliates and its and their trusteesrespective officers, members, shareholders, partners, directors, officerstrustees, employees, scientistsadvisors, agents, successors, representatives and agents and each of their respective successors and assigns and other representatives each Person who control any of the foregoing (collectivelyeach, the an “IndemniteesIndemnitee”) ), from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, expert witness fees and costs incurred by the Indemnitees, no Note Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities if such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that arises out the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or relates public policy, the applicable Note Party shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Note Party shall assert, and each Note Party hereby waives, releases and agrees not to ▇▇▇ upon any claim against any Indemnitee on any theory of liability, for special, indirect, exemplary, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement, any Note Document or any Sublicensee’s failure agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Note or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) aboveconnection therewith. Licensee This Section 10.3 shall not enter into apply with respect to Taxes (including any settlement of such Claims Taxes covered by Section 2.14) other than any Taxes (including any Tax on the Overall Net Income) that imposes represent losses, claims, damages, etc. arising from any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesnon-Tax claim.

Indemnity. Licensee hereby agrees (a) The Company and the other Grantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI and any parentthe Collateral Trustee, subsidiary or other affiliated entity of TSRI the First-Out Representative and their trustees, respective Affiliates and each and all of the directors, officers, employeespartners, scientiststrustees, employees and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and 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, Indemnified Liabilities; provided that no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee (collectively “Claim”or its Related Parties), that arises out of or relates to (a) [***], . (b) [***], All amounts due under this Section 7.10 will be payable within 30 days upon written demand (including reasonable supporting documentation). (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.10(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Company and the other Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]No Grantor will ever assert any claim against any Indemnitee, and no Indemnitee will ever assert any claim against any Grantor, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Priority Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Grantors and each Indemnitee hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.10 will survive repayment of all other Priority Lien Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement Collateral Trustee and termination of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Agreement.

Indemnity. Licensee hereby Each Grantor agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Beneficiary and any parent, subsidiary or each of the other affiliated entity of TSRI Secured Parties and their trusteesthe officers, directors, officers, employees, scientists, agents, successors, assigns agents and Affiliates of the Collateral Agent and each of the other representatives Secured Parties (collectively, the “Indemnitees”) from and against any and all claimsother liabilities, obligations, losses, damages, penalties, actions, judgments, suits, actionsclaims, damagescosts (including, liabilitieswithout limitation, losses and other expensessettlement costs), including expenses or disbursements of any kind or nature whatsoever (including, without limitation limitation, the reasonable attorney’s fees, expert witness fees and costs disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the Financing Documents or any other document evidencing the Obligations (including, without limitation, any misrepresentation by any Grantor in this Agreement, the U.S. Intercreditor Agreement, the Notes, other U.S. Security Document or any other document evidencing the Obligations) (the “Indemnified Liabilities”); provided, however, that no Grantor shall have any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities if it has been determined by a final decision (after all appeals and the expiration of time to appeal) of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of 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, each 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 Liabilities incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s Indemnitees or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthem.

Indemnity. Licensee hereby agrees to indemnify‌ (a) The Accreditation Authority indemnifies (and must keep indemnified) the National Boards, defend (by counsel reasonably acceptable to TSRI) AHPRA, and hold harmless TSRI and any parent, subsidiary or other affiliated entity each of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns employees and other representatives agents (collectively, the “Indemnitees”referred to in this clause as 'those indemnified') 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 Losses sustained or incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises those indemnified and arising out of or relates as a consequence of:‌ (i) any Claim against any of those indemnified in relation to any act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; (aii) [***]any negligent, reckless or unlawful act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with its performance of the Accreditation Functions; and (iii) any breach of clause 13 or any representation or warranty given by the Accreditation Authority under this Agreement, except to the extent that Loss attaches to AHPRA under section 236(2) of the National Law. (b) [***]The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent that any negligent, reckless or unlawful act or omission on the part of those indemnified directly caused the relevant Loss. (c) [***]The right of those indemnified to be indemnified under this clause 11.1 is in addition to, and not exclusive of, any other right, power, or remedy provided by law but those indemnified are not entitled to be compensated in excess of the amount of the relevant Loss. (d▇) [***], ▇▇▇▇▇ holds the benefit of this indemnity on trust for the benefit of the National Boards and ▇▇▇▇▇'s personnel. (e) [***], and/or (f) Licensee’s Nothing in this Agreement is intended to limit or otherwise contract out of Proportionate Liability Legislation or any Sublicensee’s failure liability that attaches to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any AHPRA under section 236(2) of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesNational Law.

Indemnity. Licensee hereby agrees to indemnify(a) From and after the Closing, defend each party hereto (by counsel reasonably acceptable to TSRIeach of which is an “Indemnifying Party”) shall indemnify and hold harmless TSRI the other party and any parent, subsidiary or other affiliated entity its Affiliates (each of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the which is an “IndemniteesIndemnified Party”) from and against any and all charges, complaints, claims, suits, actions, causes of action, losses, damages, liabilitiesliabilities and expenses of any nature whatsoever (each, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively a “Claim”), that arises including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relates relating to, asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Party prior to Closing Date); provided, however, that: (ai) [***]no Optionee shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or fraud or (B) the operation of the business of Ashford Trust OP, the Property Entities, Ashford Trust TRS or the TRS Entity, or the ownership and operation of the Property for the period prior to the Closing Date; and (ii) no Grantor shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the Property, (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or fraud or (C) the operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or the TRS Entity, or the ownership and operation of the Property for the period from and after the Closing Date; and (b) [***]Ashford Trust OP and Ashford Trust TRS shall indemnify Optionees and hold them harmless from and against all Losses arising from: (A) all Taxes of the Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the portion of such Tax period that ends on and includes the Closing Date, and (C) all Taxes of any Person imposed on the Optionees as a transferee or successor, by contract or pursuant to any Law (including, but not limited to, Treasury Regulations Section 1.1502-6 and V.T.C.A., Tax Code, Chapter 171) with respect to obligations or relationships existing on or prior to the Closing Date or by agreements entered into or transactions entered into on or prior to the Closing Date; provided, however, that for the avoidance of doubt: (i) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any Taxes or Losses with respect to Taxes that are attributable to any transaction that occurs on or after the Closing. (ii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability to either Optionee for any Losses attributable to Taxes with respect to (A) any Tax period beginning after the Closing Date, or (B) any portion of a straddle period (a Tax period which includes but does not end on the Closing Date) that accrue to the period following the Closing Date. (iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any transfer Taxes related to the transactions contemplated by this Option Agreement or the exercise of the Purchase Option, which shall be paid by Ashford Prime. (c) [***]From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Closing Date under the Existing Guarantees, which Existing Guarantees, if any, shall be specifically identified to and acknowledged by Ashford Prime OP and Ashford Prime at the time of the Closing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees. (d) [***]For the avoidance of doubt, (e) [***], and/or (f) Licensee’s or Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Sublicensee’s failure Losses for which Optionees are entitled to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselvesindemnification under this Article VIII, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity Optionees shall be a direct payment obligation jointly and not merely a reimbursement obligation of Licensee severally liable to IndemniteesAshford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Indemnity. Licensee hereby agrees (a) The Contractor shall indemnify, defend and hold harmless the State and its officers, representatives, agents, servants, employees, successors and assigns from and against any and all (1) Claims arising, directly or indirectly, in connection with the Agreement, including the acts of commission or omission (collectively, the "Acts") of the Contractor; and (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Agreement. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and against Claims includes Claims concerning confidentiality of any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out part of or relates to (a) [***]all of the Bid or any Records, any intellectual property rights, other proprietary rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the Performance of the Agreement. (b) [***], The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused by the Acts of the Contractor or any Contractor Parties. The State shall give the Contractor reasonable notice of any such Claims. (c) [***]The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Agreement, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims and/or where the State is alleged or is found to have contributed to the Acts giving rise to the Claims. (d) [***]The Contractor shall carry and maintain at all times during the term of the Agreement, and during the time that any provisions survive the term of the Agreement, sufficient general liability insurance to satisfy its obligations under this Agreement. The Contractor shall name the State as an additional insured on the policy and shall provide a copy of the policy to the Agency prior to the effective date of the Agreement. The Contractor shall not begin Performance until the delivery of the policy to the Agency. (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any The rights provided in this section for the benefit of the items described State shall encompass the recovery of attorneys’ and other professionals’ fees expended in subparagraphs (a) through (f) abovepursuing a Claim against a third party. Licensee This section shall survive the Termination, Cancellation or Expiration of the Agreement, and shall not enter into be limited by reason of any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesinsurance coverage.

Indemnity. Licensee hereby agrees (a) In addition to the indemnification provided for in Section 10.2 of the New US License Agreement and subject to the terms set forth in Section 4.6(b) below, Q-Med shall indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) Bioventus Indemnified Parties from and against any and all liability, claims, suitsdamage, actions, damages, liabilities, losses or loss (including reasonable attorneys’ and other expert fees and expenses) arising out of or in connection with Third Party claims made or legal proceedings instituted against the Bioventus Indemnified Parties for bodily injuries, including without limitation reasonable attorney’s feesdeath, expert witness fees and costs or tangible property damage suffered or incurred by a patient to the Indemniteesextent caused by (i) the negligence of Q-Med in the development or manufacture of a Licensed Product, with respect to any third party claim [***] (collectively ii) a design defect in the Licensed Product, (iii) a breach of the warranty set forth in Section 4.4 (“ClaimLicensed Product Claims”), or (iv) breach of the Quality Agreement; provided, that arises Q-Med shall not be so liable to the extent any Licensed Product Claims result from a Licensed Product that following delivery to Bioventus in accordance with Section 4.1: (x) is not handled, stored, used and otherwise managed in accordance with the Labeling (including uses indicated in the Labeling approved by the applicable Regulatory Authority) or clinical protocols, as applicable; (y) was used after expiration of the Licensed Product’s labeled shelf life; or (z) has been modified or combined in any way with any other products in a manner not permitted or recommended by the Labeling for such Licensed Product (“Q-Med Excluded Claims”); provided, further, Q-Med shall not be obligated under this Section 4.6, and Q-Med Excluded Claims shall be deemed to include, any Licensed Product Claims arising out of: (yy) the injection or other use of needles, syringes or other delivery devices to administer a Licensed Product, including claims of pain, swelling and redness from the use of such needles, or (zz) known adverse effects listed on the Licensed Product Labeling. (b) Each Party’s indemnification obligation under Section 4.6 shall be subject to the same procedure and other rights set forth in Section 10.4 of the New US License Agreement. The exercise by a Party of its right to control the defense and settlement of a claim or action pursuant to Section 10.4 of the New US License Agreement shall not constitute a waiver of any limitation on indemnification set forth in this Section 4.6 or the right of Q-Med to reimbursement for any expense (including reasonable attorneys’ and expert fees and costs) incurred in defending claims made or legal proceedings instituted against the Bioventus Indemnified Parties that are not covered by Section 4.6(a). In seeking indemnification pursuant to Section 4.6(a), the Bioventus Indemnified Parties shall, in addition to complying with the procedures in Section 10.4 of the New US License Agreement, provide with the written notice to Q-Med required under Section 10.4 of the New US License Agreement all information pertinent to such claims or proceedings, including all available information covered by Section 4.7, patient medical records, statements, reports, and demands, subject to compliance with applicable Laws and Rules relating to the privacy of patient records. (c) Q-Med’s liability in respect of Licensed Product Claim indemnity obligation under Section 4.6(a)(iii) does not extend to Licensed Product Claims arising out of the labeling, the marketing or sales practices of Bioventus or other matters for which Bioventus is responsible under Section 10.2 of the New US License Agreement. For the avoidance of doubt, nothing contained herein shall limit the rights and obligations set forth in Section 4.4(b) hereof. (d) Bioventus shall implement all reasonable safety measures, including new or modified warnings or instructions to patients or health care professionals, recommended in writing by Q-Med regarding the Licensed Product. Q-Med shall not have any liability under Section 4.6 for Licensed Product Claims resulting from or arising out of Bioventus’ breach of this section. (e) Bioventus shall indemnify, defend and hold harmless the Q-Med Indemnified Parties from and against any and all liability, claims, damage, or loss (including reasonable attorneys’ and expert fees and expenses) arising out of or relates in connection with Third-Party claims made or legal proceedings instituted against the Q-Med Indemnified Parties for bodily injuries, including death, or tangible property damage suffered or incurred by a patient to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or the extent resulting from any Bioventus Discretionary Change or Q-Med Excluded Claim. (f) Licensee’s Q-Med shall indemnify, defend and hold harmless the Bioventus Indemnified Parties from and against any and all liability, claims, damage, or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise loss (including reasonable attorneys’ and expert fees and expenses) arising out of or relate in connection with Third Party claims made or legal proceedings instituted against the Bioventus Indemnified Parties for bodily injuries, including death, or tangible property damage suffered or incurred by a patient to the extent resulting from any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesQ-Med Discretionary Change.

Indemnity. Licensee hereby agrees (a) The Company shall, subject and pursuant to indemnifythe provisions of the Companies Law, defend indemnify an “Office Holder” of the Company (as such term is defined in the Companies Law) for all liabilities and expenses incurred by counsel reasonably acceptable him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and which is indemnifiable pursuant to TSRIthe Companies Law, to the maximum extent permitted by law. The Company may indemnify an Office Holder post-factum and may also undertake to indemnify an Office Holder in advance, provided that, to the extent required under applicable law, such undertaking is limited to types of occurrences which, in the opinion of the Board of Directors are, at the time of the undertaking, foreseeable and to an amount of the Board of Directors has determined is reasonable in the circumstances. (b) The Company shall, subject and hold harmless TSRI pursuant to the provisions of the Companies Law, enter into contracts to insure the liability of Office Holders of the Company for any liabilities incurred by him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and for which the Company may insure Office Holders pursuant to the Companies Law, to the maximum extent permitted by law. (c) The Company may, subject to the provisions of the Companies Law, procure insurance for or indemnify any parentperson who is not an Office Holder including, subsidiary without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder. (d) The Company may, to the maximum extent permitted by law, exempt and release an Office Holder, including in advance, from all or part of his or her liability for monetary or other affiliated entity damages due to, arising or resulting from, a breach of TSRI his or her duty of care to the Company. The Directors of the Company are released and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, exempt from all liability as aforesaid to the “Indemnitees”) 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 maximum extent permitted by the Indemnitees, law with respect to any third party claim [***] such breach, which has been or may be committed. This amendment (collectively the “ClaimAmendment”) dated March 22, 2006, to the Shareholders Rights Agreement (the “SRA”) dated September 13, 2005, by and among Negevtech Ltd. (the “Company”), that arises out of or relates to the Founders (aas defined in the SRA), the Prior Investors (as defined in the SRA), the New Investors (as defined in the SRA) [***]and Wellington Partners Ventures III Technology Fund, L.P. (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees“Wellington”).

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender, subsidiary or other affiliated entity of TSRI their respective Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents of each Agent and each Lender (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, of that arises out Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or relates public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent not prohibited by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender, subsidiary or other affiliated entity of TSRI their Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents of each Agent and each Lender (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order, of that arises out Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or relates public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and each Credit Party hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees (a) The Company and the Guarantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Trustee and any parent, subsidiary or other affiliated entity its Affiliates and each and all of TSRI and their trustees, the directors, officers, partners, trustees, employees, scientists, attorneys-in-fact and agents, successorsand (in each case) their respective successors and assigns (each of the foregoing, assigns and other representatives (collectively, the an “IndemniteesIndemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, that no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”), that arises out Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or relates to (a) [***], willful misconduct of such Indemnitee. (b) [***], All amounts due under this Section 7.11 will be payable upon demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Company and the Guarantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]Neither the Company nor any Guarantor will assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Company and each of the Guarantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.11 will survive repayment of all other Secured Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesCollateral Trustee.

Indemnity. Licensee hereby agrees to (a) The ▇▇▇▇▇ Company shall protect, indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI ▇▇▇▇▇ R&M, and any parent▇▇▇▇▇ R&M shall protect, subsidiary or other affiliated entity of TSRI indemnify, defend and their trusteeshold harmless the ▇▇▇▇▇ Company and the Financing Parties, together with in each case the respective indemnitee's directors, officers, employees and agents (including but not limited to affiliates and their employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suits, actionsliabilities, damages, liabilitieslosses, losses and other expensespenalties, claims, judgments, awards, costs, expenses (including without limitation reasonable attorney’s fees, expert witness legal fees and any fines or assessments charged against it), demands, suits and proceedings of any nature whatsoever for death, injury or property damage that arise out of or are in any manner connected with the negligence or willful misconduct of that party in its performance of this Product Purchase Agreement. (b) Each party's obligations with respect to claims and suits covered by this Section are subject to the conditions that (i) the indemnitee gives the indemnitor reasonably prompt notice of any such claim or suit, (ii) the indemnitee cooperates in the defense of any such claim or suit and (iii) the indemnitor has sole control of the defense and settlement to the extent of the indemnitor's liability for any such claim or suit, provided that indemnitor -------- shall confirm in writing its obligation to indemnify the indemnitee with respect to all costs incurred and expenses with respect to such claim or suit. Nothing contained in this clause, however, shall preclude the indemnitee from (x) being represented by its own counsel at its own expense or (y) participating in the Indemniteessettlement if the claimed relief is non-monetary in nature. (c) The ▇▇▇▇▇ Company hereby agrees that, notwithstanding any provision in this Product Purchase Agreement to the contrary, with respect to any third party claim [***] (collectively “Claim”), loss that arises out is or would be covered by the policies of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any insurance specified in Section 5.13 of the items described in subparagraphs Services and Supply Agreement, ▇▇▇▇▇ R&M shall first seek to recover insurance proceeds under such policies, through submission of a claim and exercise of good faith efforts over the ensuing sixty (a60) through (f) above. Licensee shall not enter into any settlement day period toward recovery of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesunder this Product Purchase Agreement.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay promptly upon demand and hold harmless TSRI harmless, each Agent, Lender and any parent, subsidiary or other affiliated entity of TSRI LC Issuing Bank and their trusteesrespective Related Parties (each, directorsan “Indemnitee”), officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent (i) such Indemnified Liabilities are found by a final and nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of that Indemnitee, (ii) such Indemnified Liabilities are found by a final and nonappealable judgment of a court of competent jurisdiction to arise out of a breach of any obligation of such Indemnitee due to its gross negligence or willful misconduct under this Agreement and the other Credit Documents, including to the wrongful dishonor by an LC Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it or (iii) such Indemnified Liabilities arise out of any dispute solely among Indemnitees (other than claims against any Indemnitee in its capacity or in fulfilling its role as Agent and the other Credit Documents and other than any claims involving any act or omission on the part of Borrowers, their Restricted Subsidiaries or any other Affiliates). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any Governmental Rule or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Governmental Rules to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Without limiting the provisions of Section 2.18(d), this Section 10.3(a) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) To the extent that Borrowers for any reason fail to indefeasibly pay any amount required under Sections 10.2 and 10.3(a) to be paid by it to any Agent (or any sub-agent thereof), the LC Issuing Banks, or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), the LC Issuing Banks, or such Related Party, as the case may be, such Lender’s pro rata share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) or the LC Issuing Banks in its respective capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) or the LC Issuing Banks in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans (other than Swingline Loans), participations in Swingline Loans and Letters of Credit or Unreimbursed Amounts under Letters of Credit and unused Commitments at the time. (c) To the extent permitted by applicable Governmental Rules, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Indemnitee above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) To the extent permitted by applicable Governmental Rules, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Credit Parties and their respective Subsidiaries and Affiliates, or Representatives, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this sentence shall limit the Credit Parties’ indemnity obligations under the Credit Documents to the extent such special, indirect, consequential or punitive damages are included in any third party claim [***] (collectively “Claim”)in connection with which such Indemnitee is entitled to indemnification hereunder. The agreements in this Section 10.3 shall survive the resignation of Administrative Agent, that arises out the LC Issuing Bank, the replacement of or relates to (a) [***]any Lender, (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the termination of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement Revolving Commitments and the repayment of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from the Loans and all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesother amounts payable hereunder.

Indemnity. Licensee hereby agrees to indemnifyThe Plan Administrator, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parentthe members of the Post-Consummation Trust Committee, subsidiary or other affiliated entity of TSRI ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and their trusteesrespective agents, employees, officers, directors, officersprofessionals, employeesattorneys, scientistsaccountants, agentsadvisors, successors, assigns representatives and other representatives principals (collectively, the “IndemniteesIndemnified Parties”) shall be indemnified and held harmless by the Post-Consummation Trust, to the fullest extent permitted by law, solely from and against all the Post-Consummation Trust Assets and/or the Trust Proceeds for any losses, claims, suits, actions, damages, liabilities, losses liabilities and other expenses, including including, without limitation limitation, reasonable attorney’s attorneys’ fees, expert witness fees disbursements and costs incurred by related expenses which the IndemniteesIndemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, with respect suit, proceeding or investigation brought or threatened against one or more of the Indemnified Parties on account of the acts or omissions of the Plan Administrator or the members of the Post-Consummation Trust Committee solely in their capacity as such; provided, however, that the Post-Consummation Trust shall not be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Post-Consummation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Post-Consummation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any third party claim [***] (collectively “Claim”), that arises out indemnity under the provisions of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or this Section 7.6. The foregoing indemnity in respect of any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims Indemnified Party shall apply to any third party allegations or disputes that arise out of or relate to any of survive the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement termination of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI Indemnified Party from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees capacity for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteeswhich they are indemnified.

Indemnity. Licensee hereby agrees (a) The Company and the Guarantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Trustee and any parent, subsidiary or other affiliated entity its Affiliates and each and all of TSRI and their trustees, the directors, officers, partners, trustees, employees, scientists, attorneys and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, that arises out bad faith or willful misconduct of or relates to (a) [***], such Indemnitee. (b) [***], All amounts due under this Section 7.11 will be payable upon demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Company and the Guarantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]Neither the Company nor any Guarantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Company and each of the Guarantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.11 will survive repayment of all other Secured Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesCollateral Trustee.

Indemnity. Licensee hereby Tenant agrees to and shall indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI Landlord and any parent, subsidiary or other affiliated entity of TSRI and their trusteesits officers, directors, officerspartners and employees harmless from and against all liabilities, losses, demands, actions, expenses and claims, including reasonable attorneys’ fees and court costs (collectively, “Claims”) to the extent arising out of or resulting from (a) the use and/or occupancy of the Premises by Tenant and/or Tenant’s agents, licensees, subtenants, assignees, employees, scientistscontractors or invitees, (b) any work, activity or other thing allowed or suffered by Tenant or Tenant’s agents, licensees, subtenants, assignees, employees or contractors to be done in or about the Premises, ,and/or (c) the negligence, fraud or willful misconduct of Tenant or Tenant’s agents, licensees, subtenants, assignees, employees, contractors or invitees on or about the Premises or Complex; provided, however the terms of the foregoing indemnity shall not apply to (i) Claims to the extent caused by or resulting from the gross negligence, fraud or willful misconduct of Landlord, and/or Landlord’s employees, agents, successors, assigns or contractors and other representatives not insured or required to be insured by Tenant under this Lease (collectively, the “IndemniteesExcluded Claims”), (ii) Claims pertaining to loss or damage to Landlord’s property to the extent Landlord waived such loss or damage pursuant to Section 17.2 above, and (iii) any lost profits, loss of business or other Consequential Damages (as defined below). In addition, Landlord shall indemnify, defend and hold Tenant harmless from and against all claims, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorneyany such Excluded Claims except for (A) any such Excluded Claims pertaining to loss or damage to Tenant’s fees, expert witness fees and costs incurred by property to the Indemnitees, with respect extent Tenant waived such loss or damage pursuant to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the Section 17.2 above, Indemniteesand (B) any lost profits, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all loss of their reasonable attorney’s fees, costs and damages incurred in settling business or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesother Consequential Damages.

Indemnity. Licensee (a) The Warrantors hereby agrees agree to indemnify, defend (by counsel reasonably acceptable to TSRI) jointly and severally indemnify and hold harmless TSRI each Series B2 Investor, and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, such Series B2 Investor’s respective employees, scientistsAffiliates, agentsAssociates, successors, agents and assigns and other representatives (collectively, the “IndemniteesIndemnified Parties” and each, an “Indemnified Party”) ), from and against any and all claimsIndemnifiable Losses suffered by any of the Indemnified Parties, suitsdirectly or indirectly, actionsas a result of, damagesor based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, liabilitieswarranties, losses and covenants or agreements made by any Warrantors in or pursuant to this Agreement or any of the other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, Transaction Documents. (b) Any Indemnified Party seeking indemnification with respect to any third Indemnifiable Loss shall give written notice to the party claim [***] required to provide indemnity hereunder (collectively the “ClaimIndemnifying Party”), provided that arises out such written notice shall only be given after the aggregated amounts of Indemnifiable Losses are greater than or relates equal to (a) [***]US$100,000, (b) [***]in which case the Warrantors shall be liable for the total aggregated amounts of the Indemnifiable Loss back to the first dollar and not for the excess amount only. For the purposes of calculating the amounts for any Indemnifiable Losses, all materiality or Material Adverse Effect qualifiers contained in any representations, warranties or covenants shall be disregarded. (c) [***]Notwithstanding the above, the aggregate indemnification liability of the Warrantors under the Transaction Documents with respect to a Series B2 Investor (including all of its relevant Indemnified Parties) shall be limited to the amount equal to one hundred percent (100%) of the aggregate amount of Subscription Price paid by such Series B2 Investor for its Subscription Shares, provided however, the aggregate indemnification liability cap of the Warrantors in this Section 7.6(c) shall not apply to any Liability of any Warrantor in connection with fraud or criminal acts of such Warrantor that materially jeopardizes the interests of the Group Companies or the Business or any other future business that the Group Companies may be engaged in (such fraud or criminal acts, “Disqualifying Event”). (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply With respect to any third party allegations or disputes that arise out of or relate to Indemnifiable Loss suffered by any Series B2 Investor as a result of the items described in subparagraphs breach of any Group Company, the Principals shall bear and assume the relevant indemnification liability only when all the Group Companies fail to bear and assume the relevant indemnification liability pursuant to Section 7.6(a). In the event the Group Companies fail to pay any portion of the Indemnifiable Loss suffered by any Series B2 Investor, within three (a3) through months after receiving a valid claim for indemnification raised by such Series B2 Investor, the Principals shall, within one (f1) above. Licensee shall not enter into any settlement month after the expiry of such Claims that imposes three (3) months period, pay to such Series B2 Investor by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Series B2 Investor, any obligation on TSRI, that does shortfall in respect of such claim not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consentpaid by the Group Companies. Notwithstanding the above, Indemnitees, at their expense, shall have the right aggregate indemnification liability of a Principal under the Transaction Documents with respect to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all Series B2 Investors (including all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30relevant Indemnified Parties) days of each of Indemnitees’ written requests. This indemnity shall be limited to the amount (such amount, the “Principal Liability Cap”) equal to the fair market value of all the Ordinary Shares then held by such Principal in the Company (through his Principal Holding Company), multiplied by a direct payment obligation fraction, the numerator of which is the number of Series B2 Preferred Shares then held by such Series B2 Investor, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares and Series B2 Preferred Shares then held by all the holders of the Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares and Series B2 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis). Notwithstanding anything to the contrary in this Agreement, this Section 7.6(d) shall not merely apply if there is a reimbursement obligation Disqualifying Event. 42 Share Purchase Agreement (e) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of Licensee the Indemnified Party, defend in a diligent manner any actions or proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgement under the foregoing legal proceedings against the Indemnified Party suffered by it in good faith shall be conclusive evidence of the amount of Indemnifiable Losses suffered by it against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to Indemniteescontrol its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby acknowledges that, regardless of any investigation or diligence made (or not made) by or on behalf of any Indemnified Party, the Series B2 Investors have entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. (h) The indemnity obligations of the Warrantors with respect to a Series B2 Investor: (i) provided in this Section 7.6 (other than a breach of any Fundamental Warranty, a breach of the covenant described in Section 6.2(c) and any indemnity obligations related to the foregoing) shall remain effective until the later of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to such Series B2 Investor after the Company consummates the IPO and when such Series B2 Investor may freely transfer all its Equity Securities of the Company without any volume, manner of sale or timing restriction. (ii) for a breach of the covenant described in Section 6.2(c) shall remain effective until the latest of (1) 15 months after the Series B1 Closing, (2) the expiration of the lock-up period applicable to such Series B2 Investor after the Company consummates the IPO and when such Series B2 Investor may freely transfer all its Equity Securities of the Company without any volume, manner of sale or timing restriction and (3) one year after the Completion of an IPO.

Indemnity. Licensee hereby agrees a. SeaSpine shall indemnify and defend Integra and its affiliates and their respective directors, officers, members, employees, counsel, agents and representatives and the successors and permitted assigns of any of the foregoing (the “Integra Indemnitees”) and hold the Integra Indemnitees harmless from and against any and all claims, demands, actions, liabilities, damages, losses , judgments, costs or expenses (including interest and penalties and reasonable attorneys’ fees and professional fees and expenses of litigation) (collectively, “Claims”) of third parties to the extent arising out of, in connection with, or resulting from (i) the design, manufacture, marketing, sale, distribution, use or promotion of the Mozaik Product incorporating the Microfib Products, except to the extent such claims result from a breach of the warranty set forth in Section 9.1(a)(ii); (ii) the bodily injury, property damage or any other damages or injury caused in whole or in part, by any use of the Microfib Product in conjunction with the Mozaik Product unless such claims are a direct result of the failure of the Microfib Products to have been manufactured in compliance with the then-current Specifications at the time of shipment from Integra’s facilities; (iii) SeaSpine’s breach of any representation, warranty or covenant contained in this Agreement; (iv) the negligence or willful misconduct of SeaSpine; or (v) any claims relating to the misappropriation or infringement of a third party’s intellectual property rights related to the Mozaik Products, except to the extent such claims relate solely to the Microfib Product. b. Integra shall indemnify, defend and hold harmless SeaSpine and its affiliates and their respective directors, officers, members, employees, counsel, agents and representatives and the successors and permitted assigns of any of the foregoing (by counsel reasonably acceptable to TSRIthe “SeaSpine Indemnitees”) and hold the SeaSpine Indemnitees harmless TSRI from and against any parentand all Claims of third parties to the extent arising out of, subsidiary in connection with, or resulting from (i) the negligence or willful misconduct of Integra, except to the extent that SeaSpine is obligated to indemnify Integra for any of the foregoing third party Claims as provided in Section 11.4(a) (including those third party Claims caused, in whole or in part, by the negligence or willful misconduct of SeaSpine), (ii) the failure of the Microfib Products to have been manufactured in compliance with the then-current Specifications at the time of shipment from Integra’s facilities or (iii) any claims relating to the misappropriation or infringement of a third party’s intellectual property rights to the extent solely related to the Microfib Products. c. In any case in which claims arise out of or are caused by both Integra’s negligence and SeaSpine’s negligence, a comparative negligence standard shall apply with respect to the Parties’ enumerated obligations under this Section 11.4. d. A Party that intends to claim indemnification under this Agreement (the “Indemnitee”) for third party Claims shall promptly notify the other affiliated entity Party (the “Indemnitor”) in writing of TSRI and their trusteessuch Claim in respect of which the Indemnitee or its affiliates, directors, officers, members, employees, scientistscounsel, agentsagents or representatives intends to claim such indemnification, successors, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, IndemniteesIndemnitor, at their its cost and expense, shall have the right to retain separate independent participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided aboveParties; provided, Indemnitees however, that an Indemnitee shall have the right to defend themselvesretain its own counsel, with the fees and expenses to be paid by the Indemnitor, if such Indemnitee’s outside counsel advises that representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicts of interests between such Indemnitee and the other Party represented by such counsel in such proceeding. The Indemnitor shall control the defense and/or settlement of any such Claims, and this indemnity agreement shall not apply to amounts paid in connection with any Claims if such payments are made by the Indemnitee without the consent of the Indemnitor; provided, however, that casethe Indemnitor shall not enter into any settlement that admits fault, Licensee wrongdoing or damages without the Indemnitee’s written consent, such consent not to be unreasonably withheld, delayed or conditioned. For clarity, any Claims that relate solely to the payment of monetary damages may be settled or otherwise disposed of on such terms as the Indemnitor, in its sole discretion, shall reimburse Indemnitees for all deem appropriate. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of their reasonable attorneyany Claim, if and to the extent prejudicial to its ability to defend such Claim, shall to such extent relieve such Indemnitor of any liability to the Indemnitee under this Section 11.4. At the Indemnitor’s feesrequest and expense, costs the Indemnitee and damages incurred its employees and agents shall reasonably cooperate with the Indemnitor and its legal representatives in settling or defending such the investigation of any Claims within thirty (30) days of each of Indemnitees’ written requestscovered by this indemnification and provide full information with respect thereto. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesTHE PARTIES ACKNOWLEDGE THAT INTEGRA SHALL NOT HAVE CONTROL OVER THE USES TO WHICH THE MICROFIB PRODUCT WILL BE DEVOTED WITHIN THE MOZAIK PRODUCT OR OVER ITS USE, STORAGE, HANDLING, DISTRIBUTION OR APPLICATION AFTER SHIPMENT FROM INTEGRA’S FACILITY. SEASPINE ASSUMES FULL RESPONSIBILITY WITH RESPECT TO THE USE OF THE MICROFIB PRODUCTS, AND IT IS MUTUALLY AGREED THAT INTEGRA ASSUMES NO LIABILITIES OF ANY KIND WITH RESPECT TO THE USE BY SEASPINE OR ANY THIRD PARTY OF THE MICROFIB PRODUCT IN ANY MOZAIK PRODUCT.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, each Loan Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, directors, officerstrustees, employees, scientists, agents, successorsadvisors and Affiliates of each Agent and each Lender (each, assigns and other representatives (collectivelyan “Indemnitee”), the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided that, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any third party Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of that Indemnitee. 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 are violative of any law or public policy, the applicable Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Amounts owing under this Section 9.3(a) shall be paid promptly following demand. (b) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim [***] against Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (collectively “Claim”)as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower and each other Loan Party hereby waives, releases and agrees not to ▇▇▇ on any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Without limiting the foregoing, and to the extent permitted by applicable law, Borrower agrees not to assert and to cause Parent, Holdings and the Subsidiaries not to assert, and hereby waives and agrees to cause Parent, Holdings and the Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that arises out any of them might have by statute or relates to otherwise against any Indemnitee. (c) The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that (a) [***]no fiduciary, advisory or agency relationship between any Loan Party, on the one hand, and any Secured Party, on the other hand, is intended to be or has been created in respect of this Agreement or the other Loan Documents, irrespective of whether such Secured Party has advised or is advising the Borrower or its Affiliates on other matters, (b) [***]each Secured Party, on the one hand, and the Borrower or any of its Affiliates, on the other hand, has an arms-length business relationship that does not directly or indirectly give rise to, nor does the Borrower or any other Loan Party rely on, any fiduciary duty on the part of any Secured Party in connection with the Loan Documents, (c) [***]the Borrower and the other Loan Parties are capable of evaluating and understanding, and they understand and accept, the terms, risks and conditions of the transactions contemplated by this Credit Agreement, (d) [***]the Borrower and each other Loan Party has been advised that each Secured Party is engaged in a broad range of transactions that may involve interests that differ from their interests and that no Secured Party has any obligation to disclose such interests and transactions to the Borrower or any Loan Party or any of their Affiliates by virtue of any fiduciary, advisory or agency relationship, and (e) [***]the Borrower and each Loan Party waives, and/or to the fullest extent permitted by law, any claims it may have against any Secured Party for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the Loan Documents and agree that no Secured Party shall have liability (fwhether direct or indirect) Licensee’s to the Borrower, any Loan Party or any Sublicensee’s failure to comply with any applicable laws, rules of their Affiliates in respect of such a fiduciary duty claim or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out person asserting a fiduciary duty claim on behalf of or relate to in right of the Borrower or any other Loan Party or any of the items described their Affiliates, including their stockholders, employees or creditors. Nothing contained in subparagraphs (athis Section 9.3(c) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation deemed to permit any Secured Party to use confidential information regarding the Borrower and not merely a reimbursement obligation of Licensee to Indemniteesits Subsidiaries and their businesses for any purposes other than in connection with the Loan Documents.

Indemnity. 2.1 Licensee hereby assumes risk of and agrees to indemnify, defend (by counsel reasonably acceptable defend, protect and save CSXT and CSXT’s Affiliates harmless with respect to TSRI) any and hold harmless TSRI and any parentall attorneys' fees, subsidiary or other affiliated entity of TSRI and their trusteesliability, directorsclaims, officersdemands, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claimspayments, suits, actions, recoveries, penalties, costs, legal expenses, judgments, settlements, and damages of every nature, degree, and kind (including direct, indirect, consequential, incidental, and punitive damages) for: 2.1.1 personal injury, liabilitiesincluding, but not limited to bodily injury to or death of any person or persons whomsoever, including the agents, servants, Affiliates or employees of the parties; 2.1.2 the loss or damage to any property whatsoever, including property owned or in the care, custody or control of the parties hereto or their respective Affiliates; 2.1.3 any environmental damage and any related remediation brought or recovered against CSXT or any of its Affiliates; and 2.1.4 any and all other losses or damages; arising directly or indirectly from the presence of Licensee or its Agents on or about the Property, whether or not attributable in whole or part to the negligence, gross negligence, or intentional misconduct of CSXT or its Affiliates. 2.2 The parties waive any and all right or opportunity to contest the enforceability of this Section and agree that, in the event this Section, or any part of this Section, is found unenforceable by the final, unappealable judgment of a court of competent jurisdiction, this Section shall be construed so as to be enforceable to the maximum extent permitted by applicable law. In the event that such court of competent jurisdiction finds that Florida statutory construction contract indemnity monetary limits apply to this Agreement with respect to Licensee’s indemnification of CSXT and its Affiliates for liability caused in whole or in part by any act, omission or default by CSXT or its Affiliates, the parties hereto agree that such limit shall be equal to the limits (exclusive of deductibles) of the applicable insurance required by Sections 3 and 4 of this Agreement. The parties acknowledge and agree that this monetary limit, if required, bears a commercially reasonable relationship to this Agreement, in so far as, among other factors, the parties have taken into account the availability and cost of insurance and other expensesrisk transference devices, including without limitation reasonable attorney’s feesthe scope of the Project, expert witness fees the risks associated with the Project, and costs incurred by the Indemniteescompensation and any other benefits exchanged between the parties in connection with this Agreement. 2.2.1 Licensee shall comply with any federal, state, or local laws, statutes, codes, ordinances, rules, and regulations applicable to its presence or performance of any activity on the Property and agrees to indemnify, defend, and hold CSXT and its Affiliates harmless with respect to any third party claim [***] (collectively “Claim”)fines, that arises out of penalties, liabilities, or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s other consequences for its failure to comply with any applicable lawsso comply. 2.2.2 For the purpose of this Agreement, rules the term “Affiliates” includes all entities, directly or regulationsindirectly owned or controlled by, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third or under common control of a party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRIits respective officers, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the abovedirectors, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify employees and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselvesagents, and in that casethe case of CSXT, Licensee includes CSX Corporation, CSXT and their Affiliates and their respective officers, directors, employees and agents. 2.2.3 The provisions of this Section shall reimburse Indemnitees for all survive the termination or expiration of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Agreement.

Indemnity. Licensee hereby agrees (a) Subject to indemnifySection 8(c) below, defend (by the Earnout Escrow Agent shall be liable for any and all losses, damages, claims, costs, charges, penalties and related interest, counsel reasonably acceptable to TSRI) fees and hold harmless TSRI expenses, payments, expenses and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives liability (collectively, “Losses”), only to the “Indemnitees”extent such Losses are determined by a court of competent jurisdiction to be a result of its own fraud, gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction); provided, however, that any liability of the Earnout Escrow Agent will be limited in the aggregate to the aggregate value of the Earnout Shares and Earnout Dividends deposited with the Earnout Escrow Agent. (b) The Parties shall severally indemnify and hold the Earnout Escrow Agent harmless from and against against, and the Earnout Escrow Agent shall not be responsible for, any and all claims, suits, actions, damages, liabilities, losses and other expensesLosses arising out of or attributable to the Earnout Escrow Agent’s duties under this Agreement or this appointment, including without limitation the reasonable attorneycosts and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent that such Losses are determined by a court of competent jurisdiction to be a result of the Earnout Escrow Agent’s feesown fraud, expert witness fees gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction). Notwithstanding the foregoing, and costs incurred except as provided in Section 7, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable): (a) in the case that the Agent Claim is not attributable to actions or inactions of any particular Party, by PubCo; and (b) in the Indemniteesevent that the Agent Claim is attributable to the actions or inactions of a certain Party, by such Party (and such Party shall reimburse the other Parties, in the event that such other Party(ies) has made indemnification payments under this Section 8(b) in respect of such Agent Claim). (c) Notwithstanding anything in this Agreement to the contrary, none of the Parties or the Earnout Escrow Agent shall be liable for any incidental, punitive, indirect or special damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages. (d) In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion in writing after it becomes aware, and shall keep the other party advised with respect to any third party claim [***] (collectively “Claim”)all developments concerning such claim; provided, that arises out failure to give prompt notice shall not relieve the indemnifying party of or relates any liability to (a) [***]the indemnified party, (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicenseeexcept to the extent that the indemnifying party demonstrates that the defense of such action has been materially prejudiced by the indemnified party’s failure to comply timely give such notice. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party unless such claim is (i) brought by the indemnified party or (ii) the indemnified party reasonably determines that there may be a conflict of interest between the indemnified party and the indemnifying party in the defense of such claim and the indemnified party does in fact assume the defense. The indemnified party shall in no case confess any applicable lawsclaim, rules make any compromise or regulationstake any action adverse to the indemnifying party in any case in which the indemnifying party may be required to indemnify it, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of with the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRIindemnifying party’s prior written consent. Notwithstanding , which shall not be unreasonably withheld or delayed. (e) For the aboveavoidance of doubt, Indemniteesthis Section 8 shall survive termination of this Agreement or the resignation, at their expense, shall have replacement or removal of the right to retain separate independent counsel to assist in defending Earnout Escrow Agent for any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesreason.

Indemnity. Licensee hereby agrees to (a) The ▇▇▇▇▇ Company shall protect, indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI ▇▇▇▇▇ R&M, and any parent▇▇▇▇▇ R&M shall protect, subsidiary or other affiliated entity of TSRI indemnify, defend and their trusteeshold harmless the ▇▇▇▇▇ Company and the Financing Parties, together with in each case the respective indemnitee's directors, officers, employees and agents (including but not limited to affiliates and their employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suits, actionsliabilities, damages, liabilitieslosses, losses and other expensespenalties, claims, judgments, awards, costs, expenses (including without limitation reasonable attorney’s fees, expert witness legal fees and any fines or assessments charged against it), demands, suits and proceedings of any nature whatsoever for death, injury or property damage that arise out of or are in any manner connected with the negligence or willful misconduct of that party in its performance of this Services and Supply Agreement. (b) Each party's obligations with respect to claims and suits covered by this Section are subject to the conditions that (i) the indemnitee gives the indemnitor reasonably prompt notice of any such claim or suit, (ii) the indemnitee cooperates in the defense of any such claim or suit and (iii) the indemnitor has sole control of the defense and settlement to the extent of the indemnitor's liability for any such claim or suit, provided that indemnitor -------- shall confirm in writing its obligation to indemnify the indemnitee with respect to all costs incurred and expenses with respect to such claim or suit. Nothing contained in this clause (b), however, shall preclude the indemnitee from (x) being represented by its own counsel at its own expense or (y) participating in the Indemniteessettlement if the claimed relief is non-monetary in nature. (c) The ▇▇▇▇▇ Company hereby agrees that, notwithstanding any provision herein to the contrary, with respect to any third party loss that is or would be covered by the policies of insurance specified in Section 5.13, ▇▇▇▇▇ R&M shall first seek to recover insurance proceeds under such policies, through submission of a claim [***] and exercise of good faith efforts over the ensuing sixty (collectively “Claim”), that arises out 60) day period toward recovery of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteeshereunder.

Indemnity. Licensee hereby (a) In addition to the payment of expenses pursuant to Section 10.2, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender, subsidiary or other affiliated entity of TSRI their affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employeesemployees and agents of each Agent and each Lender (each, scientistsan “Indemnitee”), agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided that, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non- appealable order, of that arises out Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or relates public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective affiliates, 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 Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) [***]Each Credit Party also agrees that no Lender, (d) [***]Agent or their respective affiliates, (e) [***]directors, and/or (f) Licenseeemployees, attorneys, agents or sub-agents will have any liability to any Credit Party or any person asserting claims on behalf of or in right of any Credit Party or any other person in connection with or as a result of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender, Agent or their respective affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that, in no event will such Lender, Agent, or their respective affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s, Agent’s or their respective affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with any applicable laws, rules herein or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteestherein.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender, subsidiary or other affiliated entity of TSRI their Affiliates and their trusteesrespective officers, partners, directors, officerstrustees, employees, scientistsrepresentatives and agents (each, agentsan “Indemnitee”), successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities, suitsIN ALL CASES, actionsWHETHER OR NOT CAUSED BY OR ARISING, damagesIN WHOLE OR IN PART, liabilitiesOUT OF THE COMPARATIVE, losses and other expensesCONTRIBUTORY, including without limitation reasonable attorney’s feesOR SOLE NEGLIGENCE OF SUCH AGENT; provided, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the bad faith, gross negligence or willful misconduct of that arises out Indemnitee as determined by a court of competent jurisdiction in a final, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or relates in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and each Credit Party hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees (a) Each Unitholder agrees, individually and not collectively, to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI and any parentAD, subsidiary or other affiliated entity of TSRI its Affiliates and their trustees, directors, respective officers, employees, scientists, agents, successors, assigns directors and other representatives (collectively, the “Indemnitees”) employees from and against all claimsany liabilities, obligations, losses, damages, amounts paid in settlement, penalties, actions, judgments, fines, suits, actionsclaims, damagescosts, liabilities, losses and other expenses, including without limitation reasonable attorney’s attorneys' fees, expert witness fees expenses and costs disbursements of any kind ("Losses") which may be imposed upon, incurred by or asserted against any such party in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreement by such party contained herein, in any other Ancillary Agreement or in any certificate or document delivered pursuant hereto or thereto. (b) AD agrees to indemnify and hold harmless the IndemniteesUnitholders from and against any Losses which may be imposed upon, incurred by or asserted against them in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreement by AD contained herein or in any certificate or document delivered pursuant hereto or thereto. (c) Each indemnifying party (an "Indemnifying Party") also agrees to advance expenses as incurred to the fullest extent permitted under applicable law; provided, however, that the party being indemnified (the "Indemnified Party") provides an undertaking to repay such advances to such party if it is ultimately determined that such Indemnified Party is not entitled to indemnification. Each of the Unitholders and AD will cooperate in the defense of any such matter. The rights of the Indemnified Parties to indemnification under this Section 9 shall be their sole and exclusive remedy with respect to any third party claim [***] (collectively “Claim”)breach of any representation or warranty contained in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, that arises out the amount to which any Indemnified Party shall be entitled pursuant to this Section 9.1 shall be limited to the Losses actually sustained by such Indemnified Party, net of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend tax benefits derived by such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described Indemnified Party in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement respect of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesLosses.

Indemnity. Licensee hereby agrees (a) The Grantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Trustee, each Parity Lien Representative, each Parity Lien Secured Party and any parent, subsidiary or other affiliated entity each of TSRI their respective Affiliates and their trustees, each and all of the directors, officers, partners, trustees, employees, scientists, attorneys and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and 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, Indemnified Liabilities; provided that no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”), that arises out Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or relates to (a) [***], willful misconduct of such Indemnitee. THIS INDEMNITY COVERS ORDINARY NEGLIGENCE OF ANY OF THE FOREGOING PARTIES. (b) [***], All amounts due under this Section 7.9 will be payable within 10 days upon written demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.9(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Parity Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Grantors hereby forever waives, releases and agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.9 will survive repayment of all other Parity Lien Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement Collateral Trustee and termination of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Agreement.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRIa) Company shall indemnify and hold harmless TSRI Purchaser and any parent, subsidiary or other affiliated entity each of TSRI and their trustees, directors, its officers, employees, scientists, agents, successors, assigns directors and other representatives (collectively, the “Indemnitees”) Affiliates harmless from and against any and all claims, suits, actions, proceedings, claims, damages, liabilitieslosses, losses liabilities and other expensesexpenses (including, without limitation, reasonable attorneys' fees and disbursements, including without limitation reasonable attorney’s fees, expert witness fees and costs those incurred upon any appeal) which may be instituted or asserted against or incurred by the Indemnitees, with respect Purchaser or such other indemnified person relating to any third party claim [***] (collectively “Claim”), that arises or arising out of any untrue representation, breach of warranty or relates failure to (a) [***], perform any covenants or agreement by Company contained herein or in any Transaction Document or otherwise relating to or arising out of the transactions contemplated hereby. (b) [***]Any person entitled to indemnification hereunder (an "Indemnified Party") shall give prompt written notice to Company of the commencement or assertion of any action, (c) [***]proceeding, (d) [***], (e) [***], and/or (f) Licensee’s demand or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any claim by a third party allegations or disputes that arise out (collectively, a "Third-party Action") in respect of or relate which such Indemnified Party shall seek indemnification hereunder. Any failure so to any of the items described in subparagraphs (a) through (f) above. Licensee notify Company shall not enter into relieve Company from any settlement of liability that it may have to such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consentIndemnified Party under this Section 2.4 except to the extent Company is materially prejudiced thereby. Notwithstanding the above, Indemnitees, at their expense, Company shall have the right to retain separate independent counsel assume control of the defense of, settle, or otherwise dispose of such Third-party Action on such terms as it deems appropriate; provided, however, that (i) the Indemnified Party shall be entitled, at his, her or its own expense, to assist participate in defending the defense of such Third-party Action; (ii) unless the Indemnified Party is unconditionally released, Company shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission or acknowledgment of the validity of such Claims. In Third-party Action or any liability in respect thereof, which written approval will not be unreasonably withheld; and (iii) Company shall not be entitled to control (but shall be entitled to participate at its own expense in the event Licensee defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission or acknowledgment of any Third-party Action (x) as to which Company fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided aboveassume the defense within a reasonable length of time or (y) to the extent the Third-party Action seeks an order, Indemnitees injunction or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets or financial condition of the Indemnified Party; provided, however, that the Company shall have the right to defend themselvescontrol its own defense to the extent it is a co-defendant in any Third-party Action; provided, further, that the Indemnified Party shall make no settlement, compromise, admission or acknowledgment which would give rise to liability on the part of Company without the prior written consent of Company, which consent shall not be unreasonably withheld. The parties hereto shall extend reasonable cooperation in connection with the defense of any Third-party Action pursuant to this Section 2.4 and, in connection therewith, shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. Notwithstanding Section 8.8 hereof, to the extent any provision contained in that casethis Section 2.4 is in conflict with, Licensee or inconsistent with, any indemnification provision in the Registration Rights Agreement, the provision contained in the Registration Rights Agreement shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs govern and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteescontrol.

Indemnity. Licensee hereby (a) In addition to the payment of expenses pursuant to Section 9.2, each Borrower agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent (and any parenteach sub-agent thereof), subsidiary or other affiliated entity Arranger, Lender and Issuing Bank and each of TSRI and their trusteesrespective Related Parties (each, directorsan “Indemnitee”), officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, suitsIN WHOLE OR IN PART, actionsUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, damagesOR ARE CAUSED, liabilitiesIN WHOLE OR IN PART, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Borrower shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of, or material breach (collectively “Claim”)arising from gross negligence, willful misconduct or bad faith) of the Credit Documents by, such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that arises out 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 are violative of any law or relates public policy, the applicable Borrower shall contribute the maximum portion that it is permitted to (a) [***], pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, neither the Company nor any of its Subsidiaries shall assert, and each Borrower hereby waives, any claim against any Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Borrower hereby waives, releases and agrees not to ▇▇▇, and agrees not to permit any of its Subsidiaries to ▇▇▇, upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) [***]Each Borrower agrees that no Agent, (d) [***]Arranger, (e) [***], and/or (f) Licensee’s Lender or Issuing Bank or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out Related Party of or relate to any of the items described foregoing will have any liability to any Borrower or other Credit Party or any Person asserting claims on behalf of or in subparagraphs (a) through (f) above. Licensee shall not enter into right of any settlement Borrower or other Credit Party or any other Person in connection with or as a result of such Claims that imposes this Agreement or any obligation on TSRIother Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, that does not unconditionally release TSRI from all liability the transactions contemplated hereby or that would have a material adverse effect on TSRI’s reputation thereby, any Loan or business without TSRI’s prior written consent. Notwithstanding the aboveuse of the proceeds thereof or any act or omission or event occurring in connection therewith, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that each case, Licensee shall reimburse Indemnitees for all except, subject to Section 9.3(b), in the case of their reasonable attorney’s feesany Borrower or other Credit Party to the extent that any losses, costs and damages claims, damages, liabilities or expenses incurred by such Borrower or Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or material breach (arising from gross negligence, willful misconduct or bad faith) of the Credit Documents by, such Agent, Arranger, Lender or Issuing Bank in settling performing its obligations under this Agreement or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to Indemniteesherein or therein.

Indemnity. Licensee hereby agrees (a) The Company shall, subject and pursuant to indemnifythe provisions of the Companies Law, defend indemnify an “Office Holder” of the Company (as such term is defined in the Companies Law) for all liabilities and expenses incurred by counsel reasonably acceptable him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and which is indemnifiable pursuant to TSRIthe Companies Law, to the maximum extent permitted by law. The Company may indemnify an Office Holder post-factum and may also undertake to indemnify an Office Holder in advance, provided that, to the extent required under applicable law, such undertaking is limited to types of occurrences which, in the opinion of the Board of Directors are, at the time of the undertaking, foreseeable and to an amount of the Board of Directors has determined is reasonable in the circumstances. (b) The Company shall, subject and hold harmless TSRI pursuant to the provisions of the Companies Law, enter into contracts to insure the liability of Office Holders of the Company for any liabilities incurred by him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and for which the Company may insure Office Holders pursuant to the Companies Law, to the maximum extent permitted by law. (c) The Company may, subject to the provisions of the Companies Law, procure insurance for or indemnify any parentperson who is not an Office Holder including, subsidiary without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder. (d) The Company may, to the maximum extent permitted by law, exempt and release an Office Holder, including in advance, from all or part of his or her liability for monetary or other affiliated entity damages due to, arising or resulting from, a breach of TSRI his or her duty of care to the Company. The Directors of the Company are released and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, exempt from all liability as aforesaid to the “Indemnitees”) 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 maximum extent permitted by the Indemnitees, law with respect to any third party claim [***] (collectively “Claim”)such breach, that arises out of which has been or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall may be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteescommitted.

Indemnity. Licensee (a) Subject to Section 11.6(a) and (b), and to the maximum extent permitted by law, each Owner hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parent, subsidiary or each other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives Owner (collectively, the an “IndemniteesIndemnified Owner”) against, and agrees to hold each Indemnified Owner harmless from and against all any claims, suits, actions, damages, liabilities, liens, losses or other obligations whatsoever incurred or suffered by an Indemnified Owner (together with reasonable costs and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by disbursements of counsel relating thereto) to the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises extent arising out of or relates to of: (a) [***]the failure of the Owner to satisfy, discharge or pay any liability owed by it hereunder, or (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s any misrepresentation or material breach of warranty by the Owner in this Agreement or any Sublicenseematerial breach of a covenant or agreement made or to be performed by the Owner pursuant to this Agreement. (b) To the maximum extent permitted by law, each other Owner hereby agrees to indemnify KCPL (whether acting in its capacity as Operator or otherwise) against, and agrees to hold KCPL harmless in proportion to such Owner’s failure Ownership Share or Common Facilities Ownership Share, as applicable, from any claims, damages, liabilities, liens, losses or other obligations whatsoever incurred or suffered by KCPL (together with reasonable costs and expenses, including reasonable fees and disbursements of counsel relating thereto) to comply with any applicable lawsthe extent arising out of KCPL’s (or Operator’s) planning, rules or regulationsdesign, construction and operation of Unit 2, except that [***]. Licenseeto the extent of any losses shown to be the result of KCPL’s obligation to defend such Claims shall apply to any third party allegations (or disputes that arise out of the Operator’s) gross negligence or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteeswillful misconduct.

Indemnity. Licensee (a) As soon as practicable after the Effective Time, the Escrow Shares will be registered in the name of, and deposited with, the Escrow Agent, such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by the terms set forth in the Escrow Agreement attached as Exhibit D (the "Escrow Agreement"). The Escrow Fund will be available to compensate Parent pursuant to the indemnification obligations of the Company, its Subsidiary and the Hotel Stockholders. (b) Each of the Hotel Stockholders severally (but not jointly) and the Company hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI Parent and any parent, subsidiary or other affiliated entity of TSRI and their trusteesthe Parent Subsidiaries, directors, officersofficers and agents harmless against and in respect of any loss, employeescost, scientistsexpense, agentsclaim, successorsliability, assigns deficiency, judgment or damage (hereinafter, individually, a "Loss," and other representatives (collectively, the “Indemnitees”"Losses") 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 IndemniteesParent, the Parent Subsidiaries, officers, directors or agents as a result of any material inaccuracy in or material breach of a representation or warranty of the Company contained in this Agreement, or any instrument delivered by the Hotel Stockholders at the Closing or any material failure by the Company to perform or comply with any covenant contained in this Agreement. The Hotel Stockholders shall not have any right of contribution from the Company with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], Loss claimed after Closing by Company. (c) [***]The Company agrees to indemnify and hold Parent and the Parent Subsidiaries, directors, officers and agents harmless against and in respect of any Loss incurred by Parent, the Parent Subsidiaries, officers, directors or agents as a results of any material inaccuracy in or material breach of any of the representations or warranties of the Company and any third party claims under Section 7.2(i). (d) [***]The Parent and the Merger Sub hereby agree to jointly and severally indemnify and hold the Hotel Stockholders, (e) [***]the Company, and/or (f) Licensee’s and its officers, directors, agents and attorneys harmless against and in respect of any Loss incurred by the Hotel Stockholders, the Company, its Subsidiaries, officers, directors, agents and attorneys as a result of any material inaccuracy in or material breach of a representation or warranty of Parent contained in this Agreement or any Sublicensee’s instrument delivered by Parent at the Closing or any material failure by Parent to perform or comply with any applicable laws, rules or regulations, except that [***]covenant contained in this Agreement. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees.e)

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRIa) To keep the Landlord and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) Management Company fully indemnified from and against all actions, proceedings, claims, suitsdemands, actionslosses, damagescosts, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees damages and costs incurred by the Indemnitees, with liability arising in respect of any injury to or death of any person or damage to any third party claim [***] (collectively “Claim”)property moveable or immoveable or the infringement, that arises disturbance or destruction of any right, easement or privilege arising out of any act, omission or relates to (a) [***], negligence of the Tenant or any persons in on or about the Demised Premises expressly or impliedly with the Tenant’s authority or the user of the Demised Premises or any breach of the Tenant’s covenants or the conditions or other provisions contained in this Lease; (b) [***]To effect and keep in force during the Term such public liability (with a limit of indemnity of not less than €6.5m (six million five hundred thousand euro), employer's liability (with a limit of indemnity of not less than €13m (thirteen million euro) and other policies of insurance as may be necessary to cover the Tenant against any claim arising under this covenant and to note the interests of the Landlord and the Management Company on such policies so that the Landlord and the Management Company are indemnified by the insurers in the same manner as the Tenant and whenever required to do so by the Landlord, to produce to the Landlord satisfactory evidence that the said policy or policies is/are valid and subsisting and that all premium due thereon have been paid. Limits required above may be maintained with a combination of primary and excess policies. (c) [***], To indemnify the Landlord in respect of any excess applicable in relation to the policies of insurance in place pursuant to Clause 4.31(b). (d) [***]To insure and keep insured the Tenant signage and plant and fit-out (if any which the Tenant shall have been permitted to install or to erect), furniture and equipment in the Demised Premises against all risks usually covered on a comprehensive policy in the full reinstatement or replacement cost thereof with an insurer of repute approved by the Landlord and in the event of destruction of or damage to all or any of the said fit-out, furniture and equipment by reason of one or more of the insured risks arising, to ensure that all monies payable under such policy of insurance are used in repairing, replacing, refurbishing or otherwise reinstating the fit-out, furniture and equipment. (e) [***], and/or To give notice to the Landlord as soon as possible upon becoming aware of any event which might affect any insurance policy maintained by the Landlord relating to the Building provided that the Tenant has been informed of the relevant terms of any such insurance policy. (f) Licensee’s If at any time the Tenant is entitled to the benefits of any insurance on the Demised Premises (which is not affected or maintained in pursuance of any Sublicensee’s failure obligation under this Lease) to comply with apply all monies received by virtue of such insurance in making good the loss or damage in respect of which the same shall have been received. (g) To notify the Landlord in writing as soon as possible of any applicable lawsdamage, rules howsoever occasioned, to the Demised Premises or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the personal property of the items described Landlord on the Demised Premises immediately on becoming aware of same. (h) To pay to the Landlord on demand the amount of any insurance monies in subparagraphs (a) through (f) above. Licensee shall respect of the damage to the Demised Premises, the Building and / or the personal property of the Landlord which cannot enter into be recovered by reason of any settlement act, default, omission or negligence of such Claims that imposes any obligation on TSRIthe Tenant its servants, that does not unconditionally release TSRI from all liability agents, licensees or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesinvitees.

Indemnity. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI9.1 The Supplier shall indemnify Deloitte against: a) and hold harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suitsliability, actionsdemands, proceedings, costs and expenses arising as a result of any act or omission of the Supplier (or of any other persons for whose acts or omissions the Supplier is liable) in the performance or purported performance of the Agreement, except to the extent such claims, liability, demands, proceedings, costs or expenses are directly attributed to the negligence of Deloitte; and b) any costs, damages, liabilities, losses and other or expenses (including legal expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs ) incurred by the IndemniteesDeloitte and arising from any legal actions, with respect to claims or demands brought against Deloitte by any third party claim [***] which state that Deloitte’s (collectively or any member of the Deloitte Group’s (or its or their subcontractors’ or agents’) possession and/or use of the Deliverables or Documentation (or any part thereof) infringes any IPRs of a third party (a “Claim”), that arises out . If a Claim is made: A) Deloitte shall: i) inform the Supplier of or relates to it; ii) provide the Supplier (aat the Supplier’s expense) [***], (bwith such assistance as the Supplier may reasonably require in connection with defending the same; and iii) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out make no admission of or relate to any of liability without the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRISupplier’s prior written consent. Notwithstanding consent (such consent not to be unreasonably withheld); and B) the aboveSupplier shall: i) replace the infringing material with non-infringing material that functions and performs at least as well as the infringing material and complies with any relevant Specification or other requirements of an Agreement, Indemnitees, at their expense, shall have or ii) obtain the right for Deloitte and each member of the Deloitte Group (and its and their subcontractors and agents) lawfully to retain separate independent counsel possess and use in accordance with the provisions of these Conditions all the relevant Deliverables and/or Documentation and to assist in defending any such Claimsexercise the rights granted under an Agreement. In the event Licensee fails that the Supplier is unable to promptly indemnify provide either of the remedies set out in Bi) or Bii) above to Deloitte’s satisfaction the Supplier shall refund to Deloitte all amounts paid to the Supplier under the applicable Agreement. 9.2 The following matters shall be excluded from the indemnity contained in clause 9.1 above (except to the extent that such matters are contemplated and defend agreed i) infringements arising directly from the proper use by the Supplier of Confidential Information supplied by Deloitte, where the Supplier’s proper use of such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have Confidential Information in the right to defend themselves, performance of an Agreement and in that case, Licensee shall reimburse Indemnitees for all accordance with these Conditions is the sole and direct cause of their such infringement; and ii) infringements arising from the modification of the Deliverables or Documentation by Deloitte where such modification is not authorised by or within the reasonable attorney’s fees, costs contemplation of the Supplier and damages incurred in settling or defending the claimed infringement arises solely and directly from such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesmodification.

Indemnity. Licensee hereby agrees (a) The Grantors jointly and severally agree to defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI the Collateral Trustee, each Parity Lien Representative, each Parity Lien Secured Party and any parent, subsidiary or other affiliated entity each of TSRI their respective Affiliates and their trustees, each and all of the directors, officers, partners, trustees, employees, scientists, attorneys and agents, successorsand (in each case) their respective heirs, representatives, successors and assigns and other representatives (collectivelyeach of the foregoing, the an “IndemniteesIndemnitee”) from and against any and 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, Indemnified Liabilities; provided that no Indemnitee will be entitled to indemnification hereunder with respect to any third party claim [***] (collectively “Claim”), that arises out Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or relates to (a) [***], willful misconduct of such Indemnitee. THIS INDEMNITY COVERS ORDINARY NEGLIGENCE OF ANY OF THE FOREGOING PARTIES. (b) [***], All amounts due under this Section 7.9 will be payable within 10 days upon written demand. (c) [***]To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.9(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (d) [***]No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Parity Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Grantors hereby forever waives, releases and agrees not to s▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) [***], and/or (f) Licensee’s The agreements in this Section 7.9 will survive repayment of all other Parity Lien Obligations and the removal or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any resignation of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement Collateral Trustee and termination of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Agreement.

Indemnity. Licensee hereby (a) Each party agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) defend, protect, and hold harmless TSRI the other party and any its parent, subsidiary or other affiliated entity of TSRI subsidiaries and affiliates and its and their trustees, respective directors, officers, employees, scientists, agents, successorssubcontractors, assigns and other representatives of each of the foregoing (collectively, the “IndemniteesRepresentatives”) from and against any and all claims, suitsactions, actionscauses of action, damages, liabilitieslosses, losses and other expensescharges, including without limitation costs, liabilities (including, but not limited to, reasonable attorney’s fees), expert witness fees and costs incurred by the Indemniteesexpenses including judgments, with respect to any third party claim [***] fines, penalties, amounts paid in settlement (collectively “ClaimDamages”)) which may be made or brought against the other party or its Representatives or which the other party or its Representatives may suffer or incur directly or indirectly as a result of, that arises in respect of, in connection with, arising out of or relates in any way related to (a) [***]any non-fulfillment of any term, covenant, agreement or breach of any representation, warranty or covenant of the indemnifying party under this Agreement. The parties’ indemnification obligations shall survive termination or expiration of this Agreement. (b) [***]Each party’s rights as the indemnified party (“Indemnitee”) require that (i) the indemnifying party (the “Indemnitor”) be promptly notified in writing of any relevant claim or suit, (cii) [***]the Indemnitor have the sole control of the defense and/or settlement thereof provided it selects counsel reasonably acceptable to Indemnitee, (diii) [***]the Indemnitee furnishes to the Indemnitor, on request, information available to the Indemnitee for such defense, and (eiv) [***], the Indemnitee cooperates in any defense and/or (f) Licenseesettlement thereof as long as the Indemnitor pays all of the Indemnitee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise reasonable out of pocket expenses and attorneys’ fees. The Indemnitee shall not admit or relate to settle any such claim without prior consent of the items described in subparagraphs (a) through (f) aboveIndemnitor. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, The Indemnitee shall have the right to retain separate independent participate in the defense of any proceeding with counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits own choice at its own expense.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, managers, trustees, employees and agents (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts otherwise payable by counsel reasonably acceptable Company in respect of Taxes that are not an Indemnified Tax other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim; provided, Company shall not have any obligation to TSRI) any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee in the performance of such Indemnitee’s obligations hereunder. To the extent that the undertakings to defend, indemnify, pay and hold harmless TSRI set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and any parent, subsidiary or other affiliated entity satisfy under applicable law to the payment and satisfaction of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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 Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the Indemniteesextent permitted by applicable law, except with respect to any third party claims, no party hereto shall assert, and all parties hereto hereby waive, any claim [***] against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (collectively “Claim”)as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, that arises tort or duty imposed by any applicable legal requirement) arising out of of, in connection with, as a result of, or relates to (a) [***]in any way related to, (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Revolving Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and all parties hereto hereby waive, release and agree not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending sue upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI each Agent, the Issuing Bank, Arranger and any parentLender, subsidiary or other affiliated entity each of TSRI their respective Affiliates and each of their trusteesrespective officers, partners, members, directors, officerstrustees, advisors, employees, scientistsagents and sub-agents of the foregoing (each, agentsan “Indemnitee”), successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and 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, Indemnified Liabilities; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] Indemnified Liabilities to the extent such Indemnified Liabilities arise (collectively “Claim”)i) from the gross negligence, that arises bad faith or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) out of or relates in connection with any claim, litigation, loss or proceeding not involving an act or omission of, or a condition relating to, the Borrower, the Permitted Holders, or any Subsidiary, Affiliate, partner, director, agent, employee or controlling person of the Borrower and that is brought by such Indemnitee against any Affiliate, partner, director, agent, employee or controlling person of such Indemnitee, or by any Affiliate, partner, director, agent, employee or controlling person of such Indemnitee against such Indemnitee. To the extent that the undertakings to (a) [***]defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against the Issuing Bank, each Lender, Agent and Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and the Borrower hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent (and any parenteach sub-agent thereof), subsidiary or other affiliated entity Arranger, Lender and Issuing Bank and each of TSRI and their trusteesrespective Related Parties (each, directorsan “Indemnitee”), officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, suitsIN WHOLE OR IN PART, actionsUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, damagesOR ARE CAUSED, liabilitiesIN WHOLE OR IN PART, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] Indemnified Liabilities to the extent such Indemnified Liabilities (collectively “Claim”), that arises i) arise out of the gross negligence or relates willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) arise out of any investigation, litigation, claim or proceeding that does not involve any act or omission of Holdings or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any such investigation, litigation, claim or proceeding against any Agent, any Arranger or any Issuing Bank in its capacity as such) or (iii) arise with respect to (a) [***]Taxes, other than Taxes that represent losses or damages from any non-Tax claim. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) [***]Each Credit Party agrees that no Agent, (d) [***]Arranger, (e) [***], and/or (f) Licensee’s Lender or Issuing Bank or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out Related Party of or relate to any of the items described foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in subparagraphs (a) through (f) above. Licensee shall not enter into right of any settlement Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except, subject to Section 10.3(b), in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Claims that imposes Agent, Arranger, Lender or Issuing Bank in performing its obligations under this Agreement or any obligation on TSRI, that does not unconditionally release TSRI from all liability Credit Document or that would have a material adverse effect on TSRI’s reputation any agreement or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right instrument contemplated hereby or thereby or referred to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling herein or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteestherein.

Indemnity. Licensee hereby agrees to indemnify(a) Borrower and Guarantor shall hold harmless, defend and indemnify: (by counsel reasonably acceptable to TSRIi) and hold harmless TSRI and Lender, (ii) omitted; (iii) any parent, subsidiary subsequent owner or other affiliated entity holder of TSRI and their trusteesany interest in the Note; (iv) the officers, directors, officers, employees, scientistspartners, agents, successorsshareholders, employees and trustees of any of the foregoing; and (iv) the heirs, legal representatives, successors and assigns and other representatives of each of the foregoing (collectivelytogether, the “Indemnitees”) from and against all proceedings, claims, suitsdamages (excluding punitive, actionsconsequential, damagesindirect or special damages except to the extent actually awarded in favor of a third party), losses, liabilities, losses expenses, penalties, costs, fines, encumbrances, liens, judgments, assessments, obligations or settlement payments (whether initiated or sought by any Governmental Authority or private parties), including reasonable fees and expenses of attorneys, expert witnesses and Remedial Work, whether incurred in connection with any judicial or administrative process or otherwise, arising directly or indirectly from any of the following: (A) Any breach of any representation or warranty of Borrower or any other Loan Party, as applicable, in this Article VI or the Environmental Indemnity Agreement; (B) Any failure by Borrower or any other Loan Party, as applicable, to perform any of their obligations under this Article VI or the Environmental Indemnity Agreement; (C) The existence or alleged existence of any Prohibited Activity and Condition; (D) The presence or alleged presence of Hazardous Materials in, on, around or under the Property, the Improvements or any property of Borrower that is adjacent to the Property; or (E) Compliance with or actual or alleged violation of any Hazardous Materials Law. (b) Counsel selected by Borrower to defend Indemnitees shall be subject to the reasonable approval of those Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein, any Indemnitee may elect to defend any claim or legal or administrative proceeding at the Borrower’s expense if such Indemnitee has reason to believe that its interests are not being adequately represented or diverge from other interests being represented by such counsel (but Borrower shall be obligated to bear the expense of at most only one such separate counsel). Nothing contained herein shall prevent an Indemnitee from employing separate counsel in any such action at any time and participating in the defense thereof at its own expense. (c) Borrower shall not, without the prior written consent of those Indemnitees who are named as parties to a claim or legal or administrative proceeding (a “Claim”) settle or compromise the Claim if the settlement (i) does not include as an unconditional term the delivery by the claimant or plaintiff to Lender of a written release of those Indemnitees, reasonably satisfactory in form and substance to Lender; or (ii) would reasonably be expected to materially and adversely affect any Indemnitee, as determined by such Indemnitee in its sole but reasonable discretion. (d) The liability of Borrower to indemnify the Indemnitees shall not be limited or impaired by any of the following, or by any failure of Borrower or any other Loan Party to receive notice of or consideration for any of the following: (i) Any amendment or modification of any Loan Document; (ii) Any extensions of time for performance required by any of the Loan Documents; (iii) The accuracy or inaccuracy of any representations and warranties made by Borrower under this Agreement or any other Loan Document; (iv) The release of Borrower or any other Person, by Lender or by operation of law, from performance of any obligation under any of the Loan Documents; and (v) The release or substitution in whole or in part of any security for the Loan Obligations. (e) Borrower shall, at its own cost and expense, do all of the following: (i) Pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under this Article VI or the Environmental Indemnity Agreement; (ii) Reimburse Indemnitees for any expenses paid or incurred in connection with any matters against which Indemnitees are entitled to be indemnified under this Article VI or the Environmental Indemnity Agreement; and (iii) Reimburse Indemnitees for any and all expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs of attorneys and expert witnesses, paid or incurred in connection with the enforcement by Indemnitees of their rights under this Article VI or the IndemniteesEnvironmental Indemnity Agreement, with respect to or, except as otherwise provided herein, in monitoring and participating in any third party claim [***] (collectively “Claim”), that arises out of legal or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or administrative proceeding. (f) Licensee’s n any circumstances in which the Lender employs in accordance with Section 6.10(b) its own separate legal counsel and consultants to prosecute, defend or negotiate any Claim or legal or administrative proceeding and Lender, with the prior written consent of Borrower (which shall not be unreasonably withheld, delayed or conditioned) may settle or compromise any Claim or legal or administrative proceeding. Borrower shall reimburse Lender upon demand for all costs and expenses incurred by Lender, including all costs of settlements entered into in good faith, and the fees and out of pocket expenses of such attorneys and consultants. (g) The provisions of this Article VI shall be in addition to any and all other obligations and liabilities that Borrower may have under the applicable law or under the other Loan Documents, and each Indemnitee shall be entitled to indemnification under this Article VI without regard to whether Lender or that Indemnitee has exercised any rights against the Property and/or any Improvements or any Sublicensee’s failure other security, pursued any rights against any Indemnitee, or pursued any other rights available under the Loan Documents or applicable law. If Borrower consists of more than one person or entity, the obligation of those persons or entities to comply with indemnify the Indemnitees under this Article VI shall be joint and several. The obligations of Borrower to indemnify the Indemnitees under this Article VI shall survive any applicable laws, rules repayment or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any discharge of the items described Loan Obligations, any foreclosure proceeding, any foreclosure sale, any delivery of any deed in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement lieu of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselvesforeclosure, and in that case, Licensee shall reimburse Indemnitees for all any release of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days record of each the lien of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthe Security Instrument.

Indemnity. Licensee Seller hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify Buyer and hold harmless TSRI and any parent, subsidiary or other affiliated entity each of TSRI and their trusteesits officers, directors, officers, employees, scientists, agents, successors, assigns employees and other representatives agents (collectively, the “IndemniteesIndemnified Parties”) from and against any and all claimsactual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, actionsfees, damagescosts, liabilitiesexpenses (including reasonable attorneys fees and disbursements of outside counsel) or disbursements (all of the foregoing, losses collectively “Indemnified Amounts”) which may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and other expensesthe Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions thereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or 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, that, in each case, results from anything other than Buyer’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of any Purchased Loan, Seller will save, indemnify and hold Buyer harmless from and against all actual out-of-pocket expense (including reasonable attorney’s fees, expert witness attorneys’ fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”of outside counsel), that arises actual out-of-pocket loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise arising out of any other agreement, indebtedness or relate liability at any time owing to any of the items described or in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement favor of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI account debtor or obligor or its successors from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesSeller.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.3 (Expenses), whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent, each Issuing Bank and any parent, subsidiary or other affiliated entity Lender and each of TSRI their and their trusteesAffiliates’ respective officers, partners, members, directors, officerstrustees, advisors, employees, scientistsattorneys, agents, successorssub-agents, assigns affiliates and other representatives controlling Persons (collectivelyeach, the an “IndemniteesIndemnitee”) ), from and against any and all claimsIndemnified Liabilities; provided that, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, Borrower shall not have any obligation to any Indemnitee hereunder with respect to any third party claim [***] Indemnified Liabilities to the extent such Indemnified Liabilities arise from (collectively “Claim”)x) such Indemnitee’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) material breach of such Indemnitee’s express obligations hereunder, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that arises the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.4 (Indemnity) may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. If for any reason the foregoing indemnification is unavailable to any Indemnitee, or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Indemnitee, as applicable, as a result of such Indemnified Liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and its Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Indemnitee on the other hand with respect to the transactions under the Financing Documents, as well as the relative fault of (x) the Borrower and its Affiliates, shareholders, partners, members or other equity holders and (y) such Indemnitee with respect to such Indemnified Liability. The reimbursement, indemnity and contribution obligations of the Borrower under this Section 10.4 (Indemnity) will be in addition to any liability which the Borrower may otherwise have, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, the Indemnitees, any such Affiliate and any such Person. Notwithstanding the foregoing, the Borrower shall not be required to indemnify any Indemnitee for losses, claims, damages or liabilities arising solely out of disputes as between the Indemnitees that are not based on any act or relates to (a) [***]omission of the Borrower or any of its Subsidiaries or Affiliates, excluding any disputes against any Agent acting in such capacity. (b) [***]To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against each Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Other than with respect the obligations of each Loan Party pursuant to clause (a), to the extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against Borrower and its Affiliates, officers, partners, members, directors, trustees, advisors employees, attorneys, agents, sub-agents or controlling Persons, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) [***]Each Loan Party also agrees that no Indemnitee will have any liability, based on its or their exclusive or contributory negligence or otherwise, to each Loan Party (or their respective Affiliates) or any Person asserting claims on behalf of or in right of any Loan Party (or their respective Affiliates) or any other Person in connection with or as a result of this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non- appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) the material breach of such Indemnitee’s express obligations under the Financing Documents by, such Indemnitee in performing its obligations under this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Indemnitee have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Indemnitee’s activities related to this Agreement or any Financing Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. Notwithstanding the foregoing, the Borrower shall not be required to indemnify any Indemnitee for any Indemnified Liabilities arising solely out of disputes as between the Indemnitees that are not based on any act or omission of the Borrower or any of its Subsidiaries or Affiliates, excluding any disputes against any Agent acting in such capacity. (d) [***]Promptly after receipt by any Arranger, Lender, Issuing Bank or Agent of notice of its involvement in any action, proceeding or investigation, such Arranger, Lender, Issuing Bank or Agent will, if a claim for indemnification in respect thereof is to be made against the Borrower under this Section 10.4 (eIndemnity) [***]notify the Borrower in writing of such involvement. Failure by any Arranger, and/or (f) Licensee’s Lender, Issuing Bank or any Sublicensee’s failure Agent to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s so notify the Borrower will not relieve the Borrower from the obligation to defend indemnify the Indemnitees under this Section 10.4 (Indemnity) except to the extent that the Borrower suffers actual prejudice as a result of such Claims shall apply failure, and will not relieve the Borrower from its obligation to any third party allegations provide reimbursement and contribution to such Arrangers, Lenders, Issuing Banks or disputes that arise out of or relate to any of the items described in subparagraphs Agents. This Section 10.4 (aIndemnity) through (f) above. Licensee shall not enter into apply with respect to Taxes other than any settlement of such Claims Taxes that imposes represent Indemnified Liabilities arising from any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesnon-Tax claim.

Indemnity. Licensee hereby Grantor agrees (i) to indemnify, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRI the Administrative Agent and any parent, subsidiary or each other affiliated entity of TSRI Secured Creditors and their trusteesrespective successors, directors, officersassigns, employees, scientistsadvisors, agents, successors, assigns agents and other representatives affiliates (individually an “Indemnitee,” and collectively, the “Indemnitees”) from and against any and all claims, suitsdemands, actionslosses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, liabilities, losses and other (ii) to reimburse each Indemnitee for all reasonable costs and expenses, including without limitation reasonable attorney’s attorneys’ fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises in each case arising out of or relates resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder (a) [***]but excluding any claims, (b) [***]demands, (c) [***]losses, (d) [***], (e) [***], and/or (f) Licensee’s judgments and liabilities or any Sublicensee’s failure expenses to comply with any applicable laws, rules the extent incurred by reason of gross negligence or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement willful misconduct of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have Indemnitee (as determined by a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist court of competent jurisdiction in defending any such Claimsa final and non-appealable decision)). In no event shall the event Licensee fails Administrative Agent be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to promptly indemnify account for monies actually received by it in accordance with the terms hereof. If and defend to the extent that the obligations of Grantor under this Section 11 are unenforceable for any reason, Grantor hereby agrees to make the maximum contribution to the payment and satisfaction of such Claims and/or pay Indemnitees’ expenses as provided aboveobligations which is permissible under applicable law. The indemnity obligations of Grantor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, Indemnitees shall have the right to defend themselvestermination of all Letters of Credit, and in that case, Licensee shall reimburse Indemnitees for the payment of all of their reasonable attorney’s fees, costs other Obligations and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesnotwithstanding the discharge thereof.

Indemnity. Licensee hereby agrees to (a) To the fullest extent permitted by Applicable Law, the Company shall defend, indemnify, defend (by counsel reasonably acceptable to TSRI) pay, reimburse and hold harmless TSRI Barclays (for and on behalf of any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”Indemnified Person) 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 Losses directly or indirectly suffered or incurred by any Indemnified Person related in any way to the IndemniteesSystem, with respect any related assets or otherwise relating to this or any third party claim [***] (collectively “Claim”), that arises other Inventory Document to the extent arising out of (i) a breach by the Company of its obligations, agreements, representations or relates warranties under this Agreement, (ii) the failure of the Company to act in accordance with Good Industry Practice, or (aiii) [***]the gross negligence, willful misconduct or bad faith of the Company, except to the extent that such Losses are caused by the gross negligence, willful misconduct or bad faith on the part of Barclays, its employees or its agents. (b) [***]To the fullest extent permitted by Applicable Law, Barclays shall defend, indemnify, pay, reimburse and hold harmless the Company (for and on behalf of any Company Indemnified Person) from and against all Losses directly or indirectly suffered or incurred by any Company Indemnified Person related in any way to the System, any related assets or otherwise relating to this or any other Inventory Document caused by (i) a breach by Barclays of its obligations, agreements, representations or warranties under this Agreement, or (ii) the gross negligence, willful misconduct or bad faith of Barclays, its employees or its agents. (c) [***]To the fullest extent permitted by Applicable Law, the Company shall, on demand, defend, indemnify, pay, reimburse and hold harmless Barclays (for and on behalf of itself and any other Indemnified Person) for and against all Losses suffered or incurred directly or indirectly by any Indemnified Person (acting reasonably) in connection with any Environmental Matter to the extent arising at any time when the Company has custody and control of Barclays’ Inventory. (d) [***]In the event of any Release or threatened Release of any Hazardous Substance from the System or any component thereof while Crude Oil and/or Products owned by Barclays or any of its Affiliates (or which Barclays or any of its Affiliates have any interest in or rights concerning) are in the custody and/or control of the Company (and/or of its Affiliates), the following shall apply: (i) the Company shall take all necessary action and/or work (including, but not limited to, all remedial action) in order to prevent any further Release of Hazardous Substance and to mitigate the presence and/or effect of any Hazardous Substance which has been Released to a standard required pursuant to Environmental Laws and/or the requirements of any Environmental Approval and/or any regulatory authority; (ii) the Company shall immediately notify (in writing) Barclays of any material Release or threatened Release of any Hazardous Substance which is likely to be subject to the action and/or steps described in this Section 10.1(d); and (iii) any action and/or work carried out under this Section 10.1(d) or otherwise shall be performed in accordance with all applicable Environmental Laws and the requirements of any regulatory authority (including any port or marine authorities). (e) [***]In the event that a Party suffers or incurs any Losses as a result of the Release or threatened Release of any Hazardous Substance (in the circumstances described above), and/or nothing in this Section 10 shall prohibit or restrict the recovery of such Losses from any other Party (for third party) Licensee’s or any Sublicensee’s under Environmental Laws except that no Party shall be entitled to recover where the Losses arose from their failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out the terms of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesthis Agreement.

Indemnity. Licensee hereby agrees From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries (i) to indemnifyfulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to (A) any indemnification agreements in effect as of the date of this Agreement between the Company or any of its Subsidiaries and any of its current or former directors and officers and (B) any indemnification agreements in effect immediately prior to the Effective Time between the Company or any of its Subsidiaries and any Person who is or becomes a director, defend officer, employee or agent after the date hereof and having terms generally consistent with the terms of the indemnification agreements contemplated in clause (by counsel reasonably acceptable A) above for individuals serving in comparable capacities (including, to TSRIthe extent indemnifiable thereunder, for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) and hold harmless TSRI (ii) fulfill and honor in all respects the exculpation from liability, indemnification and advancement of expenses and other related provisions under the Company Charter Documents or organizational documents of any of its Subsidiaries, in each case as in effect on the date hereof, for the benefit of each current or former director, officer, employee, or agent of the Company or any of its Subsidiaries and any parentperson who becomes a director, subsidiary officer, employee or other affiliated entity agent of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives the Company or any of its Subsidiaries prior to the Effective Time (collectively, collectively the “IndemniteesIndemnified Parties”) from ), in each case subject to applicable law. The certificate of incorporation and against all claims, suits, actions, damages, liabilities, losses bylaws of the Surviving Corporation and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, its Subsidiaries will contain provisions with respect to any third party claim [***] (collectively “Claim”)exculpation from liability, indemnification and the advancement of expenses that arises out are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents and the organizational documents of or relates to (a) [***]its Subsidiaries as in effect on the date hereof, (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulationswhich provisions will not, except that [***]. Licensee’s obligation to defend such Claims shall apply to as required by law, be amended, repealed or otherwise modified for a period of six years from the Effective Time in any third party allegations or disputes that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or manner that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding adversely affect the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all rights thereunder of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to IndemniteesIndemnified Parties.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (if requested by the Indemnitees and subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent, Lead Arranger and any parentLender and the Issuing Bank and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, directors, officerstrustees, employees, scientists, agents, successorssub-agents and Affiliates of each Agent, assigns each Lead Arranger, each Lender and other representatives the Issuing Bank (collectivelyeach, the an “IndemniteesIndemnitee”) ), from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that arises out it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or relates to (a) [***], any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents, Lead Arrangers and Issuing Bank and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and each of Holdings and Company hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee Except as otherwise expressly provided in paragraph 7.07 hereof, Franchisee hereby agrees to indemnifyprotect, defend (by counsel reasonably acceptable to TSRI) and indemnify Franchisor, its direct or indirect parents, their subsidiaries, affiliates and designees and hold them harmless TSRI and any parent, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimscosts and expenses actually incurred by them or for which they are liable, suitsincluding attorneys’ fees, actionscourt costs, losses, liabilities, damages, liabilitiesclaims and demands of every kind or nature, losses and other expensesincluding those incurred pursuant to a settlement entered into in good faith, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”), that arises arising out of or relates to in connection with the Franchised Business, including specifically without limitation any claim or controversy arising out of (a) [***]any Transfer by Franchisee referred to in paragraph 10.02 hereof, (b) [***]acts or omissions of Franchisee that are not in strict compliance with this Agreement and the Operations Manual in respect of use or display of the Service Marks, or (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s acts or any Sublicensee’s failure omissions of Franchisee that tend to comply with any applicable laws, rules or regulations, except create an impression that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out the relationship between the parties hereto is other than one of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consentFranchisor and Franchisee. Notwithstanding the aboveforegoing, Indemnitees, at their expense, (x) Franchisee shall have the right no obligation to retain separate independent counsel to assist in defending protect, defend or indemnify Franchisor, its direct or indirect parents, their subsidiaries, affiliates or designees from and against any such Claims. In costs or expenses arising from the event Licensee fails conduct of Franchisor found to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided abovebe willful, Indemnitees shall have the right to defend themselvesmalicious or grossly negligent, and (y) in that caseany proceeding in which Franchisor has been found to have been actively negligent (as opposed to passively negligent or vicariously liable), Licensee Franchisor and Franchisee shall reimburse Indemnitees for each bear all of their reasonable attorney’s fees, such costs and damages incurred expenses (i) in settling proportion to any finding of comparative negligence made in such proceeding or defending (ii) if no such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity finding has been made, as shall be determined in a direct payment obligation communication and not merely a reimbursement obligation dispute resolution proceeding pursuant to Article XII hereof, based on application of Licensee to Indemniteescomparative negligence standards.

Indemnity. Licensee hereby a. Contractor agrees to indemnifyprotect, defend (by counsel reasonably acceptable to TSRI) defend, indemnify and hold harmless TSRI and any parentOperator, subsidiary or other affiliated entity of TSRI and their trusteesits officers, directors, officersemployees or their invitees, employeesand any working interest owner or non operator for whom Operator is obligated to perform services, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) from and against all claims, suitsdemands, actionsand causes of action of every kind and character without limit arising out of Contractor’s or its subcontractors’ performance or non performance of this Agreement, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred except for such as may be caused by the Indemniteesnegligence of Operator, with respect its agents or employees. Contractor’s indemnity under this Section shall be without regard to and without any third party claim [***] right to contribution from any insurance maintained by Operator. If it is judicially determined that the monetary limits of the insurance required hereunder or of the indemnities voluntarily assumed in this Paragraph (collectively “Claim”)which Contractor and Operator hereby agree will be supported either by available liability insurance under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that arises said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law. b. Operator agrees to protect, defend, indemnify and hold harmless Contractor, its officers, directors, employees or their invitees, and any working interest owner or non operator for whom Contractor is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) LicenseeOperator’s or any Sublicensee’s failure to comply with any applicable laws, rules its subcontractors’ performance or regulationsnon performance of this Master Service Agreement, except for such as may be caused by the negligence of Contractor, its agents or employees. Operator’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Contractor pursuant to Section 10 above. If it is judicially determined that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations the monetary limits of insurance required hereunder or disputes that arise out of or relate to any of the items described indemnities voluntarily assumed under this Section (which Contractor and Operator hereby agree will be supported either by available liability insurance, under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in subparagraphs (apart or whole) through (f) above. Licensee exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall not enter into automatically be amended to conform to the maximum monetary limits permitted under such law. c. Operator and Contractor each waive any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In special, indirect and consequential damages against the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesother party hereto.

Indemnity. Licensee hereby agrees Except for liabilities to indemnifythe extent caused by acts of Distributor which are outside the scope of its authority under this Agreement, defend (a breach of this Agreement by counsel reasonably acceptable to TSRI) and hold harmless TSRI and any parentDistributor, subsidiary or other affiliated entity of TSRI and their trustees, directors, officers, employees, scientists, agents, successors, assigns and other representatives (collectively, the “Indemnitees”) 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, with respect to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any SublicenseeDistributor’s failure to comply with any applicable laws, rules or regulationsthe negligence or willful misconduct of Distributor, except that [***]. Licensee’s obligation its employees, agents or contractors, TRANS1 will indemnify, defend and hold harmless Distributor from and against any and all liabilities, losses, suits, claims, damages and expenses (including attorneys’ fees and costs) to defend such Claims shall apply to any third party allegations or disputes that arise the extent based on claims arising out of or relate relating to (i) the manufacture, use, distribution, promotion or sale of the Products, or (ii) the infringement of any patent, copyright, trademark or other intellectual property rights of any third parties with respect to the Products or Promotional Materials (except to the extent caused by contributions made to the Promotional Materials by Distributor). Distributor will (i) notify TRANS1 promptly of any such actual or potential claim; (ii) allow TRANS1 to control the defense of the claim; (iii) cooperate in the defense of such claim and (iv) not settle such claim without TRANS1’s consent. Distributor will indemnify, defend and hold harmless TRANS1 from and against any and all liabilities, losses, suits, claims, damages and expenses (including attorneys’ fees and costs) to the extent based on claims arising out of or relating to (i) acts of Distributor which are outside the scope of its authority under this Agreement, (ii) a breach of this Agreement by Distributor, (iii) Distributor’s failure to comply with applicable laws, (iv) the negligence or willful misconduct of Distributor, its employees, agents or contractors, and (v) the infringement by TRANS1 of any patent, copyright, trademark or other intellectual property rights of any third parties with respect to any portion of the items described Promotional Materials created by Distributor. TRANS1 will (i) notify Distributor promptly of any such actual or potential claim; (ii) allow Distributor to control the defense of the claim; (iii) cooperate in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement the defense of such Claims that imposes any obligation on TSRI, that does claim and (iv) not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRIsettle such claim without Distributor’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees.

Indemnity. 4.1 To the fullest extent permitted by law, the Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and shall indemnify hold harmless TSRI and any parentdefend the Licensor, subsidiary or other affiliated entity of TSRI the Licensor's Agent and their trusteesrespective owners, direct and indirect partners, principals, officers, directors, officersshareholders, employees, scientists, agents, successors, assigns agents and other representatives (collectively, the “Indemnitees”) employees from and against all claims, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s 's fees, expert witness fees and costs incurred by the Indemnitees, with respect directly or indirectly arising out or alleged to any third party claim [***] (collectively “Claim”), that arises out of or relates to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable laws, rules or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to resulting from this License or any use of the items described Licensed Space during the License Period, including but not limited to all claims, damages, losses or expenses which may be: (i) attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom, and (ii) which may be caused in subparagraphs whole or in part by any fault or negligent act or omission of Licensee, or anyone for whose acts it may be liable, or anyone acting for or on its behalf, regardless of whether or not it is caused in part by a party indemnified hereunder. 4.2 In addition to and not in limitation of Licensor or Licensor’s Agent other rights and remedies under this License Agreement, should Licensee fail within ten (a10) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI days after written request from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right Licensor to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend Licensor, the Licensor’s Agent and its or their respective owners, direct or indirect partners, principals, officers, directors, shareholders, agents and employees specifically from and against any loss, damage, injury, liability or claim arising out of Licensee’s use of the Licensed space as herein provided, then in any such Claims case Licensor and/or Licensor’s Agent may, at its option, pay Indemnitees’ expenses as provided aboveany such claim, Indemnitees shall have the right to defend themselvesloss, demand, injury, liability or damages, or settle or discharge any action therefore or satisfy any judgment thereon, and all costs, expenses, and other sums incurred by Licensor or Licensor’s Agent in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s connection therewith (including but not limited to attorneys’ fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be paid to Licensor by Licensee upon written demand, together with interest thereon at the maximum contract rate permitted by law from the date incurred or paid until repaid, and any default either in such initial failure to pay or subsequent repayment to Licensor or Licensor’s Agent shall at Licensor or Licensor’s Agent option constitute a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesbreach under this License Agreement.

Indemnity. Licensee (a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentLender and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, directors, officerstrustees, employees, scientists, agents, successorssub-agents and Affiliates of each Agent and each Lender (each, assigns and other representatives (collectivelyan “Indemnitee”), the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnitee (collectively “Claim”as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that arises out it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or relates to (a) [***], any of them. (b) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and each of their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for indirect, consequential or punitive damages (cas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (dtort or duty imposed by any applicable legal requirement) [***]arising out of, (e) [***]in connection with, and/or (f) Licensee’s arising out of, as a result of, or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesconnection therewith.

Indemnity. Licensee In addition to the payment of expenses pursuant to Sections 10.2 and 10.3, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ reasonable approval of counsel), indemnify, defend (by counsel reasonably acceptable to TSRI) pay and hold harmless TSRI harmless, each Agent and any parentBank and the officers, subsidiary or other affiliated entity of TSRI and their trusteespartners, directors, officerstrustees, investment advisors, employees, scientistsagents and Affiliates of each Agent and each Bank (each, agentsan “Indemnitee”), successors, assigns and other representatives (collectively, the “Indemnitees”) from and against any and all claimsIndemnified Liabilities; provided, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any third party claim [***] (collectively “Claim”)Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.4 may be unenforceable in whole or in part because they are in violation of any law or public policy, the applicable Credit Party shall contribute the maximum portion that arises out it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or relates to any of them. (a) [***]To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Banks, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (bas opposed to direct or actual damages) [***](whether or not the claim therefor is based on contract, (ctort or duty imposed by any applicable legal requirement) [***]in connection with, (d) [***]arising out of, (e) [***]as a result of, and/or (f) Licensee’s or in any way related to, this Agreement or any Sublicensee’s failure Credit Document or any agreement or instrument contemplated hereby or thereby or referred to comply with herein or therein, the transactions contemplated hereby or thereby, any applicable laws, rules Loan or regulations, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations or disputes that arise out of or relate to any the use of the items described proceeds thereof or any act or omission or event occurring in subparagraphs (a) through (f) above. Licensee shall connection therewith, and Xerium and each other Borrower hereby waives, releases and agrees not enter into any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending ▇▇▇ upon any such Claims. In the event Licensee fails claim or any such damages, whether or not accrued and whether or not known or suspected to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselves, and exist in that case, Licensee shall reimburse Indemnitees for all of their reasonable attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesits favor.

Indemnity. Licensee hereby agrees Except as may be directly attributable to indemnifyour lack of good faith or willful misconduct and as limited by UCC Section 4-103 (as then in effect) if applicable, defend (by counsel reasonably acceptable you agree to TSRI) defend, indemnify and hold harmless TSRI us and any parent, subsidiary or other affiliated entity of TSRI and their trusteesour affiliates, directors, officers, employees, scientists, agents, successorsservice providers, assigns and other representatives independent contractors (collectively, as applicable) (the “IndemniteesIndemnified Parties”) harmless from and against any and all claims, suits, actions, damageslosses, liabilities, losses and other expensescosts, damages (including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim [***] (collectively “Claim”punitive damages), that arises expenses (including attorneys’ fees), claims (whether or not formally asserted), or demands (the “Indemnified Losses”) to which any of the Indemnified Parties may be subject or may incur arising out of or relates to (a) [***]in connection with its or their performance of this Synovus Gateway Agreement, (b) [***]Synovus Gateway or the Synovus Gateway Services, (c) [***], (d) [***], (e) [***], and/or (f) Licensee’s or any Sublicensee’s failure of your obligations, responsibilities, warranties or representation relating to comply with Synovus Gateway or the Synovus Gateway Services, or your breach of any applicable lawsterm of this Synovus Gateway Agreement, rules regardless of the nature of any claim or regulationsloss. You agree to indemnify the Indemnified Parties from and against any of the Indemnified Losses or expenses resulting from or arising out of any claim of any person that we are responsible for the act or omission of you or any of the Third Parties (as defined in the Limitation of Liability section). You agree that we and the other Indemnified Parties shall not be responsible for any loss, except that [***]. Licensee’s obligation to defend such Claims shall apply to any third party allegations property damage or disputes that arise bodily injury arising out of or relate resulting from the failure of any person to provide you with access to Synovus Gateway or any of the items described in subparagraphs (a) through (f) aboveSynovus Gateway Services, whether caused by the equipment, software, us, ISPs Internet browsers, or parties providing communication services to or from you. Licensee shall not enter into You further agree to indemnify, defend, hold harmless and release us and the other Indemnified Parties from and against any settlement of such Claims that imposes any obligation on TSRI, that does not unconditionally release TSRI from and all liability or that would have a material adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. In the event Licensee fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, Indemnitees shall have the right to defend themselvesliability, and agree not to make any claim against us or any of the other Indemnified Parties or bring any action against any of them, relating to its honoring or allowing any actions or transactions that were conducted by the Administrator or us in that case, Licensee shall reimburse Indemnitees for all our performance of their reasonable attorney’s fees, costs and damages incurred in settling any function of the Administrator or defending such Claims within thirty (30) days of each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemniteesacting upon messages or authorizations provided using your Credentials.