Common use of Indemnity Clause in Contracts

Indemnity. (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, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated Licensee hereby shall be consummated, Company agrees to indemnify, defend (subject by counsel reasonably acceptable to Indemnitees’ selection of counsel), indemnify, pay TSRI) and hold harmlessharmless TSRI and any parent, each Affected Party and each Agent, their Affiliates subsidiary or other affiliated entity of TSRI and their respective officers, partnerstrustees, directors, trusteesofficers, employees employees, scientists, agents, successors, assigns and agents other representatives (eachcollectively, an the “IndemniteeIndemnitees”), ) from and against any all claims, suits, actions, damages, liabilities, losses and all Indemnified Liabilitiesother expenses, IN ALL CASESincluding without limitation reasonable attorney’s fees, WHETHER OR NOT CAUSED BY OR ARISINGexpert witness fees and costs incurred by the Indemnitees, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities third party claim [***] (collectively “Claim”), that arises out of or relates to the extent such Indemnified Liabilities arise from the gross negligence(a) [***], bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 [***], (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 extent permitted by applicable lawitems described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that imposes any obligation on TSRI, no party hereto 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 asserthave 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 parties hereto hereby waiveof their reasonable attorney’s fees, any claim against any other parties costs and their respective Affiliates, directors, employees, attorneys damages incurred in settling or agents, on any theory defending such Claims within thirty (30) days of liability, for special, indirect, consequential or punitive damages (as opposed each of Indemnitees’ written requests. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorIndemnitees.

Indemnity. (a) In addition Each Grantor jointly and severally agrees to pay upon demand to the payment Collateral Agent the amount of expenses pursuant any and all reasonable expenses, 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 it or on its behalf with respect to Section 9.2the 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 from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and 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 execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not the transactions contemplated hereby any Indemnitee is a party thereto; provided that such indemnity shall be consummatednot, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise from the gross negligencelosses, bad faith claims, damages, liabilities or willful misconduct, as related expenses are determined by a court of competent jurisdiction in a by final non-appealable order and nonappealable judgment to have resulted 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, Company 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 such Indemnitee or any of them. (b) To its Affiliates. Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the extent permitted by applicable law, no party hereto other Security Documents. The provisions of this Section 9.18 shall assert, remain operative and all parties hereto hereby waive, any claim against any other parties in full force and their respective Affiliates, directors, employees, attorneys or agents, on any theory effect regardless 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, termination of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinother Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any Revolving Loan or the use of the proceeds thereof Loans, the invalidity or unenforceability of any term or provision of this Agreement or any act or omission or event occurring in connection therewithother Loan Document, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether investigation made by or not accrued and whether on behalf of the Collateral Agent or not known or suspected to exist in its favorany Lender. All amounts due under this Section 9.18 shall be payable on written demand therefor.

Indemnity. Each Participant agrees to indemnify Agent (a) In addition to the payment of expenses pursuant to Section 9.2, whether or extent not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), reimbursed by NAI within ten days after demand) from and against such Participant's Percentage of any and all Indemnified LiabilitiesLosses of any kind or nature whatsoever which to any extent (in whole or in part) may be imposed on, IN ALL CASESincurred by, or asserted against Agent growing out of, resulting from or in any other way associated with any of the Collateral, the Transaction Documents and the transactions and events (including the enforcement thereof) at any time associated therewith or contemplated therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT CAUSED BY SUCH LOSSES ARE IN ANY WAY OR ARISINGTO ANY EXTENT OWED, IN WHOLE OR IN PART, OUT UNDER ANY CLAIM OR THEORY OF THE COMPARATIVE, CONTRIBUTORYSTRICT LIABILITY, OR SOLE 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 OF SUCH INDEMNITEE excluding 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 amounts not otherwise payable costs and expenses to be paid to Agent by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee NAI hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, that Agent is not timely reimbursed by NAI as determined by a court of competent jurisdiction provided in a final non-appealable order 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, Company 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 themsubsection 7.2. (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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. 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 hold harmless and indemnify Indemnitee: (a) In addition Against any and all expenses (including attorneys’ fees and expenses incurred in defense or investigation of any claim, including a claim against the Company or Indemnitee with respect to the payment of expenses pursuant to Section 9.2this Agreement), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or not investigative (including an action by or in the transactions contemplated hereby shall right of the Company) to which Indemnitee is, was or at any time becomes a party, or is threatened to be consummatedmade 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 agrees to defend as a director, officer, employee or agent of Home Properties of New York, L.P. (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an the “IndemniteePartnership”), from and against any and all Indemnified Liabilitiesthe limited partnership of which the Company is general partner, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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 other corporation, partnership, joint venture, trust, employee benefit plan or public policy, Company 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.other enterprise; (b) To Otherwise to the fullest extent as may be permitted to Indemnitee by applicable law, no party hereto shall assert, 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 all parties hereto hereby waive, any claim against any other parties subparagraphs (g) and their respective Affiliates, directors, employees, attorneys or agents, on any theory (h) of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not Section 2-418 of 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 Maryland General Corporation Law or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred successor provision; and (c) The Company covenants and agrees to herein or therein, maintain Directors’ and Officers’ Liability Insurance on terms at least as favorable to Indemnitee as the transactions contemplated hereby or thereby, any Revolving Loan or policy currently in effect (the use “D&O Policy”) unless otherwise approved by a majority of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorBoard of Directors of the Company.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.28.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay exonerate, defend, pay, and hold harmless, each Affected Party harmless the Agent-Related Persons and each Agent, their Affiliates the Lender-Related Persons (collectively the “Indemnitees” and their respective officers, partners, directors, trustees, employees and agents (each, an individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and 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 filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “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 not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company however, that Borrower shall not have any no obligation hereunder to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined are found in a final non-appealable judgment by a court of competent jurisdiction in 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 final non-appealable order claim under the indemnification provisions of that Indemniteethis Section 8.2. To the extent that the undertakings undertaking to defend, indemnify, pay pay, and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees that is permissible under applicable law or any public policy. The obligations of them. (b) To Borrower under this Section 8.2 shall survive 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 termination 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 and the discharge of Borrower’s other obligations hereunder. This Section 8.2 shall not apply with respect to Taxes, which shall be governed by Section 10.11, other than any Taxes that represent liabilities, obligations, losses 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorarising from a non-Tax claim.

Indemnity. (a) In addition Subject to the payment following provisions of expenses pursuant to Section 9.2this Agreement, whether or not the transactions contemplated hereby Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay hold harmless and hold harmless, each Affected Party indemnify Indemnitee against all Expenses and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against Liabilities actually incurred by Indemnitee in connection with 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 not otherwise payable by Company under Section 2.16(b)(iii)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 not have any obligation to any nevertheless indemnify Indemnitee hereunder with respect to any Indemnified for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the extent such Indemnified indemnification provided for herein in respect of any Expenses or Liabilities arise from the gross negligence, bad faith or willful misconduct, as actually incurred by Indemnitee in connection with any Proceeding is finally determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 prohibited by applicable law, no party hereto then the Company, in lieu of indemnifying Indemnitee, shall assertcontribute 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 all parties hereto hereby waive, any claim against (iii) any other parties relevant equitable considerations, it being agreed that it would not be just and their respective Affiliatesequitable 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, directorsregardless, employeeshowever, attorneys of whether they arise from acts, omissions, facts or agents, on any theory of liability, for special, indirect, consequential circumstances occurring before or punitive damages after the date hereof. (as opposed to direct or actual damagesd) (The indemnification provided herein shall be applicable whether or not the claim therefor negligence of Indemnitee is based on contract, tort alleged 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithproved, and all parties hereto hereby waive, release and agree not regardless of whether such negligence be contributory or sole. (e) Amounts paid by the Company to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected Indemnitee under this Section 4 are subject to exist refund by Indemnitee as provided in its favorSection 8.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents, sub-agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company The Mortgagor agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party harmless the Mortgagee and each Agent, their Affiliates of the other Secured Parties and their respective the officers, partners, directors, trusteesemployees, employees agents and agents Affiliates of the Mortgagee and each of the other Secured Parties (eachcollectively, an “Indemnitee”), the "Indemnitees") from and against any and all other ----------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising 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, 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 not otherwise payable by Company under Section 2.16(b)(iii"); provided, Company however, that the Mortgagor shall not have any no ----------------------- -------- ------- obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from it has been determined by a final decision (after all appeals and the gross negligence, bad faith or willful misconduct, as determined expiration of time to appeal) by a court of competent jurisdiction in a final non-appealable order that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company the Mortgagor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, The Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless each Underwriter, each Affected Party and each Agent, their Affiliates and their respective officers, partners, the directors, trusteesofficers, employees 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, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under Alberta Securities Law, the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (eachor actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Canadian Prospectus, an the U.S. Basic Prospectus, the U.S. Pricing Prospectus, any U.S. Prospectus or the Registration Statement, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “Indemnitee”)issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, from 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 against agrees to reimburse each such indemnified party for any and all Indemnified Liabilitieslegal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending such loss, IN ALL CASESclaim, WHETHER OR NOT CAUSED BY OR ARISINGdamage, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)liability or action as such expenses are incurred; provided, however, that the Company shall will not have be liable in any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities such case to the extent that any such Indemnified Liabilities arise from loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the gross negligenceCanadian Prospectus, bad faith U.S. Basic Prospectus, the U.S. Pricing Prospectus, any the U.S. Prospectus, the Registration Statement, or willful misconductany amendment or supplement thereto, as determined or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by a court of competent jurisdiction in a final non-appealable order 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 on behalf of any law or public policy, Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company 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 themmay otherwise have. (b) To Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents against all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under Alberta Securities Law, the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages 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, 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 commencement of any action, such indemnified party will, if a claim in 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) or (b) above. 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 be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless such indemnified party shall have reasonably concluded that there may be defenses available to it which are different from, additional to or in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to 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 counsel (in addition to any local counsel) in 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, no 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 hereto shall assertor 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, and all parties hereto hereby waiveclaims, any claim against damages or liabilities (or actions in respect thereof), as well as any other parties relevant equitable considerations. The relative benefits received by the Company on the one hand and their respective Affiliates, directors, employees, attorneys or agents, the Underwriters 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, other hand in connection with, with the offering of the Designated Securities pursuant to this Agreement shall be deemed to be in the same proportion as a result of, or in any way related 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, this Agreement among other things, whether any such untrue 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 Revolving Loan or the use alleged untrue statement of the proceeds thereof or any act a material fact or omission or event occurring 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. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to 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 referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection therewithwith 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 by 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), 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 same rights to contribution as such Underwriter, and all parties hereto hereby waiveeach director of the Company and each officer of the Company who signed the Canadian Prospectus, release and agree not to xxx upon any such claim the U.S. Prospectus, the Registration Statement or any such damagesamendment or supplement thereto shall have the same rights to contribution as the Company, whether or subject in 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 respective underwriting obligations with respect to the Designated Securities and not accrued and whether or not known or suspected to exist in its favorjoint.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company The Trustee agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessthe Financial Institution and its service providers and Central 1 and all of their connected parties, each Affected Party and each Agentincluding, without limitation, their Affiliates and their respective officers, partnersagents, directors, trusteesofficers, employees employees, affiliates, and agents licensees (eachcollectively, an the “IndemniteeIndemnified Parties”), ) harmless from and against any and all liabilities and costs, including, without limitation, reasonable legal fees and expenses incurred by the 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 Parties in connection with any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities claim or demand arising out of or connected to the extent such Trustee’s use of the Account. Trustees must assist and cooperate as fully as reasonably required by the Indemnified Liabilities arise from Parties in 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. 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 defence of any law such claim or public policy, Company 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 themdemand. (b) To Without limiting the extent permitted by applicable lawgenerality of the foregoing, no party hereto shall assertthe Trustee will indemnify and save the Indemnified Parties harmless from and against all liability, costs, loss, expenses, and all parties hereto hereby waivedamages, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for specialincluding direct, indirect, and consequential or punitive damages (as opposed to direct or actual damages) (whether or not incurred by the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, Indemnified Parties as a result of: i) any of the 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 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 way related to, this Agreement or arrangement made amongst the persons constituting the Trustee; or xi) any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, use of the transactions contemplated hereby or thereby, any Revolving Loan or Account by the Trustee that: (1) is inconsistent with a restriction imposed on the use of the proceeds thereof Account by the Financial Institution pursuant to these Terms and Conditions, or (2) takes place following the suspension or termination of the Account or certain service privileges by the Financial Institution pursuant to these Terms and Conditions. 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 survive the termination of the Account Contract for any act or omission or event occurring in connection therewithprior to termination as gives rise to an indemnified claim, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoreven if notice is received after termination.

Indemnity. (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, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party the Administrative Agent, the L/C Issuer, the Arrangers and each AgentLender, their respective Affiliates and their respective officers, partners, directors, shareholders, trustees, employees employees, representatives, agents, advisors and agents attorneys (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 not otherwise payable by Company under Section 2.16(b)(iii)PERSON; provided, Company provided that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities Liabilities, to the extent such Indemnified Liabilities arise from the gross negligencenegligence , bad faith or willful misconductmisconduct of that Indemnitee or its Indemnitee Related Persons, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable unenforceable, in whole or in part part, because they are violative of any law or public policy, Company the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Indemnitees, or any of them. (b) To the extent permitted by applicable lawLaw, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, the L/C Issuer, the Administrative Agent and their respective Affiliates, partners, directors, shareholders, trustees, employees, attorneys representatives, agents, advisors or agentsattorneys, 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued 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 (or 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) are subject to the provisions of Section 2.12. Each Lender further agrees that in the event a distribution to the Beneficiaries is made that does not conform to the provisions of Section 2.12(f), each Lender agrees that it shall turn over to the Administrative Agent all amounts payable (or which would have been payable to the Administrative Agent or made in conformity with Section 2.12(f)) to the Administrative Agent pursuant to Section 2.12(f).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.211.2, whether or not the transactions contemplated hereby shall be consummated, Company the Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and Lender and each Agent, their Affiliates and of their respective officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities pursuant to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court Priority of competent jurisdiction in a final non-appealable order of that IndemniteePayments. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 themthem pursuant to the Priority of Payments. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or similar amounts arising from any non-Tax claim. (b) To the fullest extent permitted by applicable law, no party hereto the Borrower shall not assert, and all parties hereto the Borrower hereby waivewaives, any claim against any other parties each Lender and each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Loan, or the use of the proceeds thereof. None of any Lender or any Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents 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. (c) The Borrower also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to the Borrower or any person asserting claims on behalf of or in right of the Borrower or any way related to, other person in connection with or as a result of this Agreement or any Credit Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waivein each case, release and agree not except to xxx upon 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 directly from the gross negligence or willful misconduct of such claim Lender or Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that in no event will such damagesLender or Agent, whether or not accrued 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 or Agent’s, or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement, any Transaction Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein. (d) This Section 11.3 shall survive the termination of the Agreement and whether the resignation or not known or suspected to exist in its favorremoval of the Agents.

Indemnity. (a) In addition The Grantors jointly and severally agree 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)defend, indemnify, pay and hold harmlessharmless the Collateral Agent, each Affected Party Secured Debt Representative and each Agent, of their respective Affiliates and each and all of their respective directors, officers, partners, directorsmembers, trustees, employees employees, attorneys, advisors and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that 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 this Section 9.3 7.12(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Security Document or any agreement or instrument contemplated hereby or thereby or referred transaction relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to xxx upon any such claim or 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) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.29.2 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, pay and hold harmless, each Affected Party and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents and persons identified in the last sentence of Section 2.4(b) hereof (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 in respect of claims for taxes not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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. 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, no party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. Each Borrower hereby agrees to indemnify (a) In addition to Agent, (b) Letter of Credit Issuer, (c) each Lender, (d) each of the payment Affiliates of expenses pursuant to Section 9.2, whether or not each of the transactions contemplated hereby shall be consummated, Company agrees to defend Persons listed in the foregoing clauses (subject to Indemnitees’ selection of counsela) through (c), indemnifyand (e) each of the directors, pay 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 harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), 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 Xxxxxxxx's duties hereunder. In addition, each Borrower shall defend each Indemnified Person against and save it harmless from 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 claims of any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder Person with respect to the Collateral (except those resulting from the gross negligence or intentional misconduct of such Indemnified Person). Without limiting the generality of the foregoing, these indemnities shall extend to any claims asserted against any Indemnified Liabilities Person by any Person under any Environmental Laws by reason of any Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Notwithstanding the foregoing, (i) the foregoing indemnity shall not be available to any Indemnified Person 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 such Indemnified Liabilities arise from the Person's gross negligence, bad faith negligence or willful misconduct; (ii) such indemnity shall 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 extent that such Borrower prevails on the merits, as determined by a court of competent jurisdiction in a by final non-appealable order of and nonappealable judgment (it being understood that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth nothing in this Section 9.3 may be unenforceable in whole Agreement shall preclude a claim or in part because they are violative of suit by a Borrower against any law or public policy, Company shall contribute the maximum portion that it is permitted indemnitee for such Indemnified Person's failure to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or perform any of them. its obligations to Borrowers under the Loan Documents); (biii) To the extent permitted by applicable law, no party hereto Borrowers 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 (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 ofnot, in connection withwith any such proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, as be liable for the fees and expenses of more than one law firm at any one time for the Indemnified Person (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 result of, 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 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 any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinAgreement, the transactions contemplated hereby or thereby, any Revolving Loan or obligation of Borrowers under this Section 12.4 shall survive the use payment in full of the proceeds thereof or any act or omission or event occurring in connection therewith, Obligations and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthe termination of this Agreement.

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.2fullest extent permitted by law, whether or not the transactions contemplated hereby User shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmlessharmless Location, each Affected Party and each AgentThe Roman Catholic Archbishop of Los Angeles, a corporation sole, Archdiocese of Los Angeles Education & Welfare Corporation, their Affiliates agents, volunteers and their respective officers, partners, directors, trustees, employees and agents (each, an “IndemniteeIndemnified Parties”), from and against any all claims, damages, losses and expenses, including but not limited to attorney’s fees and expert costs and fees, and all Indemnified Liabilitiesother costs and expenses incurred as an incident thereto, IN ALL CASESarising out of, WHETHER OR NOT CAUSED BY OR ARISINGbased 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, IN WHOLE OR IN PARTwarranty or representation expressed herein, OUT OF THE COMPARATIVEincluding any such claims, CONTRIBUTORYdamages, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedloss or expense attributable to bodily injury, Company shall not have any obligation sickness, disease or death, or to any Indemnitee hereunder with respect injury to any Indemnified Liabilities or destruction of real or personal property, including loss of use resulting therefrom, 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. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable caused in whole or in part because they are violative by any acts or omissions of any law or public policyUser, Company 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 party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directorsits agents, employees, attorneys vendors, subcontractors, guests 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithinvitees, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damagesanyone for whose acts User may be liable, whether or not accrued such claims are based upon the active or passive negligence of Indemnified 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. In case any action or proceeding is brought against Indemnified Parties because of any such claim, User shall defend the same at User’s expense by counsel reasonably satisfactory to Location. User hereby assumes all risk of damage to property and whether injury to persons in, on or not known about the Facility arising from any cause and hereby waives all claims in respect thereof against Indemnified Parties except for damages arising out of the sole negligence or suspected to exist in its favorwillful misconduct of Indemnified Parties.

Indemnity. (a) In addition 7.1.1. Subject to the payment of expenses pursuant to Section 9.2limitations set forth in this Article 7, whether or not from and after the transactions contemplated hereby Closing, Seller shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Purchaser and its subsidiaries, each Affected Party and each Agent, their Affiliates and their respective directors, officers, partnersemployees, directorsagents, trusteesand representatives (collectively and singly, employees and agents (each, an the “IndemniteeIndemnified Parties”), ) from and against any and all losses, liabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), costs and expenses (including reasonable fees and disbursements of counsel selected by such Indemnified LiabilitiesParty), IN ALL CASESclaims or other obligations of any nature whatsoever (individually, WHETHER OR NOT CAUSED BY OR ARISINGa “Damage” and collectively, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to “Damages”) that any Indemnified Liabilities Party may suffer or incur which arise out of or 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 representations and warranties of Seller contained in this Agreement or breach of any of any Shareholder’s covenants or agreements to be performed by any of them at or prior to Closing. Subject to Section 7.2, Purchaser shall be deemed to have waived any breach of any of Shareholder’s representations and warranties and any such covenants and agreements of which Purchaser has such actual knowledge at the Closing. 7.1.2. Subject 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. To the extent that the undertakings to defend, indemnify, pay and hold harmless limitations set forth in this Section 9.3 may be unenforceable in whole Article 7, Purchaser will indemnify and hold harmless Seller, and will pay to Seller the amount of any Damages arising, directly or indirectly, from or in part because they are violative connection with any inaccuracy or breach of any law representation, warranty, agreement or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction covenant of all Indemnified Liabilities incurred by Indemnitees or any of them. Purchaser contained in this Agreement (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 (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 toexhibit, this Agreement schedule 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorcertificate delivered hereunder.

Indemnity. 10.1 IXYS shall, at its expense, defend, indemnify and hold harmless Samsung from all Claims, and/or Losses incurred by Samsung as a result of such Claims or in a settlement that may result from any such Claim, that IXYS Deliverables (unless purchased from Samsung under the APA) actually or allegedly infringe, violate or misappropriate Intellectual Property of a third party, provided that (a) In addition 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 payment of expenses pursuant to Section 9.2Claim. Further, whether or not the transactions contemplated hereby shall be consummated, Company IXYS agrees to defend (subject to Indemniteespay any judgment in such suit or proceeding by final judgment of a court of last resort, including reasonable attorneys’ selection fees, 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 actual or alleged infringement, violation or misappropriation of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 Intellectual Property of any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities third party to the extent such Indemnified Liabilities arise infringement, violation or misappropriation arises from the gross negligenceSamsung Deliverables, bad faith the manufacturing processes used by Samsung hereunder, or willful misconductproducts based on designs acquired from Samsung pursuant to the Transaction Documents. IXYS shall not be obligated to indemnify Samsung in accordance with this Section 10.1 if (a) any settlement is made by Samsung without IXYS’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 determined 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 competent jurisdiction in a final non-appealable order last resort, including reasonable attorneys’ fees, but Samsung shall have no liability for settlement or cost incurred without its consent. Notwithstanding the foregoing, Samsung shall have no indemnity obligation pursuant to this Section 10.2 regarding any actual or alleged infringement of that Indemnitee. To any Intellectual Property of any third party to the extent that such infringement arises from the undertakings IXYS Deliverables (including but not limited to defendthe designs, indemnify, pay specifications and/or instructions provided by IXYS and hold harmless set forth Samsung’s compliance with any industrial standard specification) Samsung shall not be obligated to indemnify in accordance with this Section 9.3 may be unenforceable in whole 10.2 if (a) any settlement is made by IXYS without Samsung’s prior written consent, 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 satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent if Samsung is not 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 (as opposed IXYS 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 Revolving Loan or the use assume exclusive control of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorsettlement of the Claim.

Indemnity. 2.1 Subject to the terms of this deed, the Company hereby agrees (without prejudice to any other indemnity to which the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and costs, 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 Director in defending any 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 by way of a loan, save where the Company considers (acting reasonably) that it would not promote the success of the Company to do so. The following provisions shall apply: (a) In addition to the payment Company (acting reasonably) may impose such terms as it sees fit in connection with the granting 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, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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.loan; (b) To the extent permitted by applicable lawDirector 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, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys judgment or agents, on any theory refusal of liability, for special, indirect, consequential or punitive damages relief (as opposed to direct applicable) becomes final; (c) if once the claim, action or actual damages) (whether or not proceedings have been finally concluded and there has been no adverse judgement against 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 thereinDirector, the transactions contemplated hereby or thereby, any Revolving Loan or Director shall be exonerated from the use of obligation to repay the proceeds thereof or any act or omission or event occurring loan and the Company’s indemnity obligation in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorclause 2 shall be thereby satisfied.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The Contractor shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and keep indemnified and hold harmless, each Affected Party harmless the Authority and each Agent, their Affiliates its Related Organisations and their respective officersemployees, partnersagents and contractors against all liabilities, directorscosts, trusteesexpenses, employees damages and agents losses (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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent constituting Direct Losses), and all interest, penalties and legal and professional costs and expenses suffered or incurred arising out of or in connection with any claim, threatened claim and/or proceedings that: the receipt of the Services and/ or the Use of the Contractor Software, Third Party Software, Specially Written Software, the Prescribed Documentation, Contractor Background IPR, Third Party IPR, Project Specific IPR (and/or any materials embodying such IPR) and/or any other materials, plant, machinery or equipment provided by or on behalf of the Contractor, its Affiliates and/or sub-contractors in connection with the Contract ("Contractor Indemnified Liabilities arise from Materials") by the gross negligenceAuthority and/or its Related Organisations in accordance with the terms of this Contract; and/or the Use of the Authority Background IPR or any materials embodying such Authority Background IPR by the Contractor, bad faith or willful misconduct, as determined by its Affiliates and/or sub-contractors other than in accordance with the terms of this Contract infringes the Intellectual Property Rights of a court third party and the provisions of competent jurisdiction in a final non-appealable order of that Indemniteeclause 54 (Indemnities and Liabilities) shall apply. To the extent that the undertakings to defend, indemnify, pay The Authority shall indemnify and keep indemnified and hold harmless set forth in this Section 9.3 may be unenforceable in whole the Contractor against all liabilities, costs, expenses, damages and losses (to the extent constituting Direct Losses) and all interest, penalties and legal and professional costs and expenses) suffered or incurred arising out of or in part because they are violative connection with any claim, threatened claim and/or proceedings that: the receipt of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to Services and/or the payment and satisfaction Use of all the Contractor Indemnified Liabilities incurred Materials by Indemnitees the Authority and/or the Related Organisations other than in accordance with the terms of this Contract; and/or the Use of the Authority Background IPR (or any materials embodying such Authority Background IPR) by the Contractor, its Affiliates and/or sub-contractors in accordance with the terms of themthis Contract infringes the Intellectual Property Rights of a third party and the provisions of clause 54 (Indemnities and Liabilities) shall apply. (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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to You must, during and after the payment of expenses pursuant to Section 9.2License Term, whether or not indemnify the transactions contemplated hereby shall be consummatedIndemnified Parties against, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmlessthem harmless from, each Affected Party and each Agentall losses, their Affiliates and their respective officerscosts, partnersliabilities, directorsdamages, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 party hereto shall assertclaims, and all parties hereto hereby waiveexpenses, any claim against any including reasonable attorneys’ fees, expert fees, costs and other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory expenses 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) litigation arising out of, in connection withof or resulting from: (i) 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 (including 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; (iii) your alleged or actual infringement or violation of any patent, xxxx or copyright or other proprietary right owned or controlled by third parties; (iv) your alleged or actual violation or breach of any contract (including any System-wide group sales agreement), any Applicable Law, or any 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 toto this Agreement; or (vii) your failure to comply with Subparagraph 16.l., 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 Agreement 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 willful misconduct of that Indemnified Party, and not any of the 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 Credit Document 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 agreement claim for damages by reason of the failure of any contractor, subcontractor, supplier or instrument contemplated hereby vendor doing business with you relating to the Hotel to maintain adequate insurance as required in the Standards. You will give us written notice of any action, suit, proceeding, claim, demand, inquiry or thereby investigation involving an Indemnified Party within five (5) days of your actual knowledge of it. At our election, you will defend us and/or the Indemnified Parties against the same or referred we may elect to herein assume (but under no circumstance will we be obligated to undertake) the defense and/or settlement of the action, suit, proceeding, claim, demand, inquiry or thereininvestigation at your expense and risk. We may obtain separate counsel of our choice if we believe your and our interests may conflict. Our undertaking of defense and/or settlement will in no way diminish your obligation to indemnify the Indemnified Parties and to hold them harmless. You will also reimburse the Indemnified Parties upon demand for all expenses, including reasonable attorneys’ fees, expert fees, costs and other expenses of litigation, the transactions contemplated hereby Indemnified Parties incur to protect themselves or thereby, any Revolving Loan to remedy your defaults. Under no circumstances will the Indemnified Parties be required to seek recovery from third parties or the use of the proceeds thereof or any act or omission or event occurring in connection therewithotherwise mitigate their losses to maintain a claim against you, and all parties hereto hereby waive, release and agree not their failure to xxx upon any such claim do so will in no way reduce the amounts recoverable from you by the Indemnified Parties. Your obligations under this Paragraph 9 will survive expiration or any such damages, whether or not accrued and whether or not known or suspected to exist in its favortermination of this Agreement.

Indemnity. (a) In addition to such indemnities as may be provided for in the payment of expenses pursuant to Section 9.2Master Lease, whether or not the transactions contemplated hereby shall be consummated, Company Subtenant agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessSublandlord and its affiliates, each Affected Party and each Agent, their Affiliates and their respective officers, partnersagents, directors, trusteesservants, employees and agents independent contractors (eachindividually a “Sublandlord Party” and collectively, an “IndemniteeSublandlord Parties”)) harmless against all loss, from and damage, liability, or expense suffered or claimed against any and all Indemnified LiabilitiesSublandlord Party, IN ALL CASESby any person or entity (i) caused by or otherwise arising from, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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 part, any breach or default by Subtenant of any law covenant or public policy, Company shall contribute obligation it has hereunder (including but not limited to all covenants or obligations of the maximum portion that it is permitted to pay and satisfy tenant under applicable law the Master Lease assumed by Subtenant pursuant to the payment and satisfaction terms of all Indemnified Liabilities incurred this Sublease), or (ii) caused by Indemnitees or in connection with anything owned or controlled by Subtenant, or (iii) resulting from any act, failure to act, or negligence of them. Subtenant or its employees, agents or invitees, or (biv) To resulting from any nuisance suffered on the extent permitted by applicable lawSubleased Premises, no party hereto shall assertexcept for damage or injury to third parties or property resulting from the proven gross negligence of Sublandlord, and all parties hereto hereby waive, any claim against any other parties and Landlord or their respective Affiliates, directors, employees, attorneys or agents, on representatives, successors or assigns. Subtenant further agrees to indemnify Sublandlord and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, 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 theory indemnity or hold harmless 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 withSublandlord, as a result oftenant, 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 in any way related to, other termination 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorSublease.

Indemnity. (a) A. In addition to the payment of expenses pursuant to Section 9.2your other indemnities under this Agreement, whether or not the transactions contemplated hereby shall be consummatedyou will defend and indemnify us and our Affiliates and Insperity Partners, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates our and their respective officers, partners, directors, trusteesstockholders, employees and agents (each, each an “IndemniteeInsperity Payroll Indemnified Party”), from and ) against any claim, demand, suit or proceeding made or brought against any Insperity Payroll Indemnified Party caused by or arising out of (i) any breach by you of any provision of these Insperity Human Capital Management and all Payroll Solution Terms; (ii) any failure by you to comply with any provision of applicable Laws, including the Electronic Fund Transfer Act and Regulation E promulgated thereunder; (iii) alleged wage and hour violations, discrimination, or other employment policies, which may violate the Law; (iv) any action taken by an Insperity Payroll 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation Party in reliance upon or pursuant to any Indemnitee hereunder instructions or specific requests of a User, you, or your authorized agent, including the reversal of any electronic direct deposit to an account of an employee maintained at a bank or other financial institution, or the disbursement of any sums which we are authorized to withhold; (v) any claims or liabilities associated with respect the use of any Payroll-Related Services for which we act solely as billing agent by you or your Users or (vi) payroll information you or any User furnishes to us in connection with your participation in a Program as described below. Notwithstanding subparagraph (iv) herein, we have the right to refuse the reversal of any electronic direct deposit to the account of any of your employees. B. In addition to our other indemnities under this Agreement, we will defend and indemnify you and your Affiliates, and your and their respective officers, directors, stockholders, employees and agents (each a “Payroll Customer Indemnified Liabilities Party”) against any penalty or interest charge incurred by any Payroll Customer Indemnified Party for our failure to timely pay and report your payroll taxes, but only to the extent that you timely provided to us the funds to make such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, payroll tax payments as determined contemplated by a court of competent jurisdiction in a final non-appealable order 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, Company 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 party hereto shall assertAgreement, 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 (as opposed provided that our failure to direct or actual damages) (whether or timely pay was 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, attributable to your failure to comply with your obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred in accordance with applicable Laws. C. The provisions contained in this section will be deemed to herein or thereinbe contractual in nature and will survive termination of this Agreement. SOLELY WITH RESPECT TO PAYROLL SERVICES, the transactions contemplated hereby or therebyTHE DAMAGE LIMITATIONS CONTAINED IN SECTION 7.C. OF THE MASTER TERMS WILL INCLUDE PROCESSING, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithSUBSCRIPTION, and all parties hereto hereby waivePROFESSIONAL, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorAND OTHER APPLICABLE FEES WITH THE EXCEPTION OF PAYROLL AND TAX PAYMENTS PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.28.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay exonerate, defend, pay, and hold harmlessharmless the Agent-Related Persons, each Affected Party the Lender-Related Persons, and each Agent, their Affiliates Participant (collectively the “Indemnitees” and their respective officers, partners, directors, trustees, employees and agents (each, an individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Total Commitments, the use or intended use of the proceeds of the Loans, Letters of Credit or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “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 not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company however, that Borrower shall not have any no obligation hereunder to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined are found in a final non-appealable judgment by a court of competent jurisdiction in to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a final non-appealable order claim under the indemnification provisions of that Indemniteethis Section 8.2. To the extent that the undertakings undertaking to defend, indemnify, pay pay, and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by that is permissible under applicable law, no party hereto . The obligations of Borrower under this Section 8.2 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 survive the termination 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, and the transactions contemplated hereby or thereby, any Revolving Loan or the use discharge of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorBorrower’s other obligations hereunder.

Indemnity. (a) In addition Without duplication of and subject to the payment of expenses limitations set forth under the expense reimbursement obligations pursuant to Section 9.212.3, whether or not the transactions contemplated hereby each Loan Party shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay jointly and severally indemnify and hold harmlessharmless each of the Administrative Agent, each Affected Party L/C Issuer, the Joint Lead Arrangers and the Lenders and each Agentsuch Person’s respective Affiliates, their Affiliates and their respective officers, directors, members, partners, directorsemployees, trusteesadvisors, employees agents and agents representatives (each, an “IndemniteeIndemnified Person”), from and against any and all losses (other 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, 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 not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company shall not have any obligation to any Indemnitee hereunder with respect that the foregoing indemnity will not, as to any Indemnified Liabilities Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent such Indemnified Liabilities arise resulting from the gross negligence, bad faith or willful misconductmisconduct 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 final, non-appealable order of that Indemnitee. To judgment), or (iii) to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth arising from any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in this Section 9.3 may be unenforceable in whole its capacity or in part because they are violative fulfilling its role as the Administrative Agent or any Joint Lead Arranger and other than any claims arising out of any law act or public policy, Company shall contribute omission on the maximum portion that it is permitted to pay and satisfy under applicable law to part of the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Borrower or any of themits Affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment)). (b) To Notwithstanding the extent permitted by applicable lawforegoing, (i) no Indemnified Person or any other party hereto shall assertbe 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 all parties hereto hereby waive(ii) neither (x) any Indemnified Person or any of its Related Indemnified Persons, nor (y) the Borrower (or any claim against 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 parties 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 the use of proceeds thereunder), 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 their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for ’) indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnified Person is otherwise entitled to 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 opposed determined by a court of competent jurisdiction in a final and non-appealable judgment) to direct payment of such amounts in accordance with the terms hereof. (e) All amounts due under this Section 12.4 shall be payable within thirty (30) days (or actual damagessuch longer period as the applicable Indemnified Person may agree to) following demand therefor and presentment of a reasonably-detailed invoice relating thereto setting forth such amounts in reasonable detail, together with any supporting documentation reasonably requested by the Borrower. (whether or f) This Section 12.4 shall not the claim therefor is based on contractapply with respect to Taxes other than any Taxes that represent losses, tort or duty imposed by any applicable legal requirement) arising out ofclaims, 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoretc. arising from any non-Tax claim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not on and after the transactions contemplated hereby shall be consummatedClosing Date, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates Arranger and their respective Lender and the officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents Affiliates of each Agent, Arranger and Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities (i) to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconductmisconduct of that Indemnitee or its employees, agents, directors or affiliates or (ii) to the extent such Indemnified Liabilities arise out of or are in connection with any claim, litigation, loss or proceeding not involving a Credit Party or any of its Subsidiaries or Affiliates and that is brought by an Indemnitee against another Indemnitee (other than against any Arranger or Administrative Agent in their capacities as such), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final non-appealable order of that Indemniteejurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties each Lender, each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Holdings and Borrower hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company EFIH agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmless, each Affected Party harmless the Collateral Trustee and each Agentof its directors, their Affiliates and their respective officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that 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 this Section 9.3 7.11(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, EFIH will not assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewithIndemnified Liability, and all parties hereto EFIH hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or 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) The agreements in this Section 7.11 will survive repayment of all other Secured Debt Obligations and the removal or resignation of the Collateral Trustee.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby 10.1.1. Licensee shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmlessharmless Licensors and their current or former directors, each Affected Party governing board members, trustees, officers, faculties, medical and each Agentprofessional staffs, their Affiliates employees, students, and agents and their respective officerssuccessors, partnersheirs and assigns (collectively, directors, trustees, employees and agents (each, an the “IndemniteeIndemnitees”), ) from and against any third party claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorney’s fees and all Indemnified Liabilitiesother costs and expenses of litigation) (collectively, IN ALL CASES“Claims”), WHETHER OR NOT CAUSED BY OR ARISINGbased upon, IN WHOLE OR IN PARTarising out of, OUT OF THE COMPARATIVEor otherwise relating to the practice of any right or license under this Agreement by or on behalf of Licensee, CONTRIBUTORYany of its Affiliates, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding or any amounts of its Sublicensees, including without limitation any cause of action relating to product liability concerning any product, 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 its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”) will be indemnified, defended by counsel acceptable to HHMI, and held harmless by the Licensee from and against any Claim, 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 otherwise payable apply to any Claim that is determined with finality by Company 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 2.16(b)(iii10, (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); provided(b) the Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such Claims, Company and Licensee shall not have be obligated to indemnify any obligation 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) such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of the settled Claim. 10.1.2. Licensee shall, at its own expense, provide attorneys reasonably acceptable to Harvard to defend against any actions brought or filed against 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 subject of competent jurisdiction in a final non-appealable order 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, Company 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 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damagesindemnity contained herein, whether or not accrued and such actions are rightfully brought. Licensee shall, 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 indemnity contained herein, whether or not known or suspected to exist in its favorsuch actions are rightfully brought.

Indemnity. (a) In addition 28.1 You agree to indemnify and keep us indemnified, on a full recovery basis, for the direct consequences of any breach of this Agreement by you or any of your Personnel or your subcontractors, or any failure by you or any of your Personnel or your subcontractors to complete the Services to our reasonable satisfaction. 28.2 You agree to indemnify us and keep us indemnified on a full indemnity basis, against any and all costs, losses, expenses or damages which we incur or are liable for as a result of any unlawful, negligent, reckless or deliberately wrongful act or omission of you or any of your Personnel or your subcontractors in carrying out the Services. 28.3 We agree to indemnify you and keep you indemnified on a full indemnity basis, against any and all costs, losses, expenses or damages which you incur or are liable for as a result of any unlawful, negligent, reckless or deliberately wrongful act or omission of us or any of our Personnel in carrying out the Services. 28.4 You, your Personnel and your subcontractors accept all risks associated with travel that is associated with the Project and residing in the Partner Country and any issues arising out of or in connection with providing Services to the payment of expenses pursuant to Section 9.2Project. 28.5 You must at all times indemnify DT Global and our Donor, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, our employees and agents and the Partner Country (each, an “Indemnitee”), ‘those indemnified’) from and against any and all Indemnified LiabilitiesLoss or liability whatsoever incurred by any of those indemnified or arising from any claim, IN ALL CASESdemand, WHETHER OR NOT CAUSED BY OR ARISINGsuit, IN WHOLE OR IN PARTaction or proceeding by any person against any of those indemnified where such Loss or liability arose out of an infringement, OUT OF THE COMPARATIVEor an alleged infringement, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to of 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. 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 Intellectual Property rights of any law person, which occurred by reason of the performance or public policy, Company 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 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorServices. 28.6 This Clause 28 shall survive the termination of this Agreement.

Indemnity. a. Xxxxxx agrees to indemnify, defend, and hold harmless Buyer from all losses, claims, demands, suits (aincluding those from Seller’s employees), expenses, damages and costs including, but not limited to, all reasonable attorney’s fees incurred or suffered by Xxxxx as the result of: (1) In addition Seller’s breach of warranty; (2) The injury to or death of any person, or damage to or destruction of property howsoever arising out of Seller’s performance of this Purchase Order and irrespective of Buyer’s negligence in any degree. ; (3) Defect in the Materials purchased under this Purchase Order; (4) The failure of Seller or any of the Materials to comply with all applicable Federal, State, and Local laws and ordinances; (5) The negligent acts or omissions of Seller, irrespective of Xxxxx’s negligence in any degree; (6) The injury to or death of any person, or damage to or destruction of property howsoever arising out of the failure of Materials to meet the warranties set forth herein. b. All work to be performed on this Purchase Order by Seller is at Seller’s risk as to the payment methods, processes, procedures, and safe conduct of expenses pursuant to Section 9.2the work. If this Purchase Order covers the performance of labor and/or supervision of installation on Buyer’s premises or within facilities owned or controlled by Buyer, whether Buyer’s customer, or not the transactions contemplated hereby any other entity, Seller shall be consummatedsolely responsible for the safe conduct of such work and the protection of the premises or facilities, Company and of any persons on the premises or facilities. Xxxxxx agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay hold harmless, and protect Buyer against all losses, claims, damages, suits, including those suffered or brought by Seller’s employees, liabilities, cost, and attorney’s fee for injury to or death to any person, or damage to or destruction of property arising out of the performance of this Purchase Order, irrespective of Buyer’s negligence in any degree. c. If Materials purchased are of an explosive, flammable, toxic, hazardous or otherwise dangerous nature, Seller shall fully indemnify and hold Buyer harmless set forth in this Section 9.3 against any claims asserted against Buyer on account of any personal injury, property damages, or violation of law or regulation caused by such Materials, or by the transportation, manufacture, sale, handling, or disposal thereof, prior to the completion of unloading at Buyer’s plant, warehouse, or facility, regardless of the passage of title or responsibility for risk of loss. d. Seller shall save Buyer, its agents and customers, and users of its products harmless from all loss, damage and liability, which may be unenforceable in whole incurred on account of infringement or in part because they are violative alleged infringement of any law United States or public policyforeign patent, Company shall contribute copyright, trademark, trade name or trade secret arising out of the maximum portion that it manufacture, sale or use of such items by Seller, Buyer, Buyer’s agent or customers, or users of its products and Seller shall, at its own expense, defend all claims, suits and actions against Buyer, its agents or customers, or users of its products in which such infringement is permitted to pay alleged, provided Seller is duly notified of such claims, suits and satisfy under applicable law actions. e. Seller, to the payment and satisfaction extent not covered by the foregoing paragraphs of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable lawthis Clause, no party hereto shall assertdefend, indemnify, and all parties hereto hereby waivesave Buyer harmless, against and from any claim against demands, decisions, judgments, orders, awards, costs and expenses, including attorney fees, arising from or incurred in resisting any other parties and their respective Affiliatesclaim, directorsdemand, employees, attorneys or agents, asserted right of Buyer’s customer based on any theory of liability, for special, indirect, consequential act or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed omission by any applicable legal requirement) arising out of, in connection with, as a result of, Seller under or in any way related to, to this Agreement Purchase Order or to any Credit Document or any agreement or instrument contemplated hereby or thereby or referred step leading to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use award of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthis Purchase Order.

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Roivant and its respective partners, each Affected Party and each Agentshareholders, their Affiliates and their respective officersmembers, partnersAffiliates, directors, trusteesofficers, employees fiduciaries, managers, controlling Persons, employees, agents, counsel and agents 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 (eachcollectively, an the “IndemniteeIndemnitees”), ) from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnitees or any of them on or after the Effective Date (collectively, the “Indemnified Liabilities”) as a result of, 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 arising out of or in any amounts not otherwise payable by way relating to (i) Roivant’s status as a holder of Equity Securities and (ii) the operations of the Company under Section 2.16(b)(iii)or any of its Subsidiaries; provided, Company provided that the foregoing indemnification rights shall not have any obligation to any Indemnitee hereunder be available with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the arising on account of an Indemnitee’s gross negligence, bad faith negligence or willful misconduct; provided, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To further, that, if and to the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 foregoing undertaking may be unavailable or unenforceable in whole or in part because they are violative of for any law or public policyreason, the Company shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any of themwhich is permissible under applicable Law. (bii) To Each Party shall indemnify and hold harmless the extent permitted by applicable law, no party hereto shall assert, other Party and all parties hereto hereby waive, its Indemnitees for any claim against any other parties and their respective Affiliates, directors, employees, attorneys breach of Section 4.05 hereof due to the gross negligence or agents, on any theory willful misconduct of liability, for special, indirect, consequential such Party 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorRepresentatives.

Indemnity. (a) In addition to Except for losses, damages and claims arising out of the payment negligence or willful misconduct of expenses pursuant to Section 9.2LANDLORD or LANDLORD’s agents, whether or not the transactions contemplated hereby contractors and employees, TENANT shall be consummated, Company agrees to indemnify defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), LANDLORD harmless from and against any and all Indemnified Liabilitiescosts, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding 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 amounts not otherwise payable misrepresentation or breach of warrant by Company TENANT under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 themLEASE. (b) To 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 LANDLORD or permitted by applicable lawLANDLORD to be 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, no party hereto shall assertactual or threatened violations of any laws governing or regulating “HAZARDOUS MATERIALS” as defined in Section 12.20 below, and all parties hereto hereby waivewithin, any claim against any other parties and their respective Affiliatesupon, 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 ofunder, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred adjacent to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan PREMISES or the use of the proceeds thereof SHOPPING CENTER or any act other damages, fines, penalties, acts, costs, claims, or omission or event occurring 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 (iv), the term “LANDLORD” shall include any affiliate of LANDLORD that owns the SHOPPING CENTER, and all parties hereto hereby waiveof the employees, release agents, contractors and agree not to xxx upon any invitees, as applicable of LANDLORD or such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoraffiliate of LANDLORD.

Indemnity. (i) To the fullest extent permitted by Requirements, Tenant shall indemnify, defend, protect and hold Landlord and the other Indemnitees harmless of and from third party Claims to the extent arising out of or in connection with the following (including, but not limited to, Claims brought by or on behalf of employees 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) In addition 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 payment Building Systems of expenses pursuant 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 9.216.2(a)(i) shall remain valid for all other Indemnitees. (ii) To the fullest extent permitted by Requirements, whether or not the transactions contemplated hereby Landlord shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend, protect and hold harmlessTenant harmless of and from third party Claims to the extent arising out of or in connection with any occurrence, each Affected Party and each Agentaccident or injury within the Common Areas caused by the negligence or willful misconduct of Landlord, their Affiliates and their respective officersincluding, partnersbut not limited to, directorsClaims brought by or on behalf of employees of Landlord, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to which Landlord waives, for the benefit of Tenant, any Indemnified Liabilities 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 such Indemnified Liabilities arise from that a Claim was proximately caused by the willful misconduct or gross negligence, bad faith or willful misconduct, as determined by a court negligence of competent jurisdiction in a final non-appealable order 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, Company 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 Tenant or any of themTenant Party. (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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. ‌ (a) In addition to The Accreditation Authority indemnifies (and must keep indemnified) the payment of expenses pursuant to Section 9.2National Boards, whether or not the transactions contemplated hereby shall be consummatedAHPRA, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, of their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), referred to in this clause as 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) 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 Claim against any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation of those indemnified in relation to any Indemnitee hereunder act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with respect to its performance of the Accreditation Functions; (ii) any Indemnified Liabilities 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 such Indemnified Liabilities arise from that Loss attaches to AHPRA under section 236(2) of 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. 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, Company 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 themNational Law. (b) To The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent permitted by applicable lawthat any negligent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys reckless 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 Revolving Loan or the use of the proceeds thereof or any unlawful act or omission or event occurring 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 connection therewithaddition to, and all parties hereto hereby waivenot exclusive of, release 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. (x) XXXXX holds the benefit of this indemnity on trust for the benefit of the National Boards and agree not XXXXX's personnel. (e) Nothing in this Agreement is intended to xxx upon any such claim limit or otherwise contract out of Proportionate Liability Legislation or any such damages, whether or not accrued and whether or not known or suspected liability that attaches to exist in its favorAHPRA under section 236(2) of the National Law.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company Each Grantor agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party harmless the Beneficiary and each Agent, their Affiliates of the other Secured Parties and their respective the officers, partners, directors, trusteesemployees, employees agents and agents Affiliates of the Collateral Agent and each of the other Secured Parties (eachcollectively, an the “IndemniteeIndemnitees”), ) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising 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, 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 not otherwise payable by Company under Section 2.16(b)(iii”); provided, Company however, that no Grantor shall not have any obligation to any an 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 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 in a final non-appealable order that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company each Grantor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to From and after the payment Closing, each party hereto (each of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby which is an “Indemnifying Party”) shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmless, harmless the other party and its Affiliates (each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, of which is an “IndemniteeIndemnified Party”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever (each, a “Claim”), 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 relating to, asserted against, imposed upon or incurred by the Indemnified LiabilitiesParty in connection with or as a result of any breach of a representation, IN ALL CASESwarranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, WHETHER OR NOT CAUSED BY OR ARISINGexhibit, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts certificate or affidavit or Closing Document (to the extent not otherwise payable known by Company under Section 2.16(b)(iiiIndemnified Party prior to Closing Date); provided, Company however, that: (i) no Optionee shall not have any obligation under this Article to indemnify any Indemnitee hereunder 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 Indemnified Liabilities Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the extent portion of such Indemnified Liabilities arise from Tax period that ends on and includes the gross negligenceClosing Date, bad faith and (C) all Taxes of any Person imposed on the Optionees as a transferee or willful misconductsuccessor, as determined 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 court 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 competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that Purchase Option, which shall be paid by Ashford Prime. (c) From and after the undertakings Closing Date, Ashford Prime OP and Ashford Prime agree to defend, indemnify, pay jointly and severally indemnify and hold harmless set forth in 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 9.3 may be unenforceable 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in whole accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released 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 satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themwriting from such Existing Guarantees. (bd) To For the extent permitted by applicable lawavoidance of doubt, no party hereto Ashford Trust OP and Ashford Trust TRS shall assertbe jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and all parties hereto hereby waive, Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any claim against any other parties Losses for which Ashford Trust OP and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed Ashford Trust TRS are entitled 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, indemnification under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorArticle VIII.

Indemnity. A. To the fullest extent permitted by law (a) In addition to the payment of expenses pursuant to Section 9.2including, whether or not the transactions contemplated hereby without limitation, California Civil Code Sections 2782 and 2782.8), Design Professional shall be consummated, Company agrees to defend (subject with legal counsel reasonably acceptable to Indemnitees’ selection of counselCity), indemnify, pay and hold harmless, each Affected Party harmless City and each Agent, their Affiliates and their respective its officers, partnerselected officials, directorsemployees, trusteesagents, employees and agents volunteers (each, an “Indemnitee”), collectively "Indemnitees") from and against any and all Indemnified claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Design Professional or its subconsultants), expense and liability of every kind, nature and description (including, without limitation, fines, penalties, reasonable court costs and reasonable attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation), that arise out 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, IN ALL CASESrecklessness, WHETHER OR NOT CAUSED BY OR ARISINGor 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, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding hold harmless and indemnify any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company Indemnitee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities apply to the extent that such Indemnified Liabilities arise from are caused by the gross negligence, bad faith active negligence, or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that such Indemnitee. To Notwithstanding any provision of this Agreement to the contrary, the extent that the undertakings of Design Professional's obligation to defend, indemnify, pay 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 Services shall 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 any such termination or completion. C. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section 9.3 may 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. If Design Professional fails to obtain such indemnity obligations from others as required, Design Professional shall be unenforceable 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 whole or in part because they are violative no way act as a waiver of any law rights hereunder. The obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or public policy, Company heirs of Design Professional and shall contribute survive the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction termination of all Indemnified Liabilities incurred by Indemnitees this Agreement or any of themthis section. (b) To D. Design Professional's compliance with the extent permitted by applicable lawinsurance requirements does not relieve Design Professional from the obligations described in this Section 11, no party hereto which 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 (as opposed to direct or actual damages) (apply whether or not the claim therefor is based on contract, tort or duty imposed by any such insurance policies are applicable legal requirement) arising out of, in connection with, as to 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to Each Participant, unless it is a government entity, acknowledges and agrees that DirectTrust and the payment of expenses pursuant to Section 9.2other Participants, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective employees, officers, partners, directors, trustees, employees representatives and agents (( each, an ““ Indemnitee”)) shall have no liability for and each Participant shall, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 fullest extent permitted by applicable law, no party hereto shall assertindemnify, defend, and all parties hereto hereby waive, any claim against any other parties hold Indemnitees harmless from third-party claims 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 actions that arise out of, in connection with, relate to or result from: (i) any unauthorized alteration or modification by a Participant of any content of any Direct messages transmitted by such Participant; (ii) the misdelivery by a Participant of any Direct messages; (iii) a breach of Indemnitee’s network as a result of, of a Participant’s actions (unless it is shown that such breach was directly caused by the applicable Indemnitee); or in any way related to, (iv) a Participant’s breach of its specific obligations under this Agreement. The obligations of each Participant party (the “Indemnitor”) under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereindefend, indemnify and hold harmless each Indemnitee shall be subject to the transactions contemplated hereby or thereby, any Revolving Loan or following: (a) the use Indemnitee shall provide the Indemnitor with prompt notice of the proceeds thereof claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) the Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; provided, however, that the Indemnitor shall not settle any act claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such claim or omission unless the Indemnitee consents to such settlement in writing (which consent shall not be unreasonably withheld); and (c) the Indemnitee shall cooperate with the Indemnitor in the defense or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon settlement of any such claim or suit; provided, however, that the Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any such damagescooperation requested by the Indemnitor. Subject to clause (b) above, whether the Indemnitee may participate in the defense of any claim or not accrued and whether or not known or suspected to exist suit in which the Indemnitee is involved at its favorown expense.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The Contractor shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected Party harmless the State and each Agent, their Affiliates and their respective its officers, partnersrepresentatives, directorsagents, trusteesservants, employees employees, successors and agents (each, an “Indemnitee”), assigns from and against any and all Indemnified Liabilities(1) Claims arising, IN ALL CASESdirectly or indirectly, WHETHER OR NOT CAUSED BY OR ARISINGin connection with the Agreement, IN WHOLE OR IN PARTincluding the acts of commission or omission (collectively, OUT OF THE COMPARATIVEthe "Acts") of the Contractor; and (2) liabilities, CONTRIBUTORYdamages, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts losses, costs and expenses, including but not otherwise payable by Company under Section 2.16(b)(iii); providedlimited to, Company attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Agreement. The Contractor shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities use counsel reasonably acceptable to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction State in a final non-appealable order of that Indemniteecarrying out its obligations under this section. To the extent that the undertakings The Contractor’s obligations under this section to defend, indemnify, pay defend and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative against Claims includes Claims concerning confidentiality of any law part of or public policy, Company shall contribute all of 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 Bid or any Records, any intellectual property rights, other proprietary rights of themany 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) To The Contractor shall reimburse the extent permitted State for any and all damages to the real or personal property of the State caused by applicable lawthe 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, no party hereto 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 assertcarry and maintain at all times during the term of the Agreement, and all parties hereto hereby waive, during the time that 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 (as opposed to direct or actual damages) (whether or not provisions survive 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 Revolving Loan or the use term of the proceeds thereof 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) The rights provided in this section for the benefit of the State shall encompass the recovery of attorneys’ and other professionals’ fees expended in pursuing a Claim against a third party. This section shall survive the Termination, Cancellation or any act or omission or event occurring in connection therewithExpiration of the Agreement, and all parties hereto hereby waive, release and agree shall not to xxx upon be limited by reason of any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorinsurance coverage.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, members, directors, trustees, employees advisors, employees, agents, sub-agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties each Lender, each Agent and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Holdings and each Borrower hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. No Credit Party shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). If any 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 final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.3.

Indemnity. ‌ (a) In addition to The Accreditation Authority indemnifies (and must keep indemnified) the payment of expenses pursuant to Section 9.2National Boards, whether or not the transactions contemplated hereby shall be consummatedAHPRA, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, of their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), referred to in this clause as 'those indemnified') from and against all Losses sustained or incurred by those indemnified and arising out of or as a consequence of:‌ (i) 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 Claim against any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation of those indemnified in relation to any Indemnitee hereunder act or omission of the Accreditation Authority, its officers, employees, contractors or agents in connection with respect to its performance of the Accreditation Functions; (ii) any Indemnified Liabilities 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 such Indemnified Liabilities arise from that Loss attaches to AHPRA under section 236(2) of 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. 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, Company 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 themNational Law. (b) To The Accreditation Authority's liability to indemnify those indemnified under this clause 11 will be reduced proportionally to the extent permitted by applicable lawthat any negligent, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys reckless 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 Revolving Loan or the use of the proceeds thereof or any unlawful act or omission or event occurring 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 connection therewithaddition to, and all parties hereto hereby waivenot exclusive of, release 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 agree not AHPRA's personnel. (e) Nothing in this Agreement is intended to xxx upon any such claim limit or otherwise contract out of Proportionate Liability Legislation or any such damages, whether or not accrued and whether or not known or suspected liability that attaches to exist in its favorAHPRA under section 236(2) of the National Law.

Indemnity. (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, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 party hereto Company shall not assert, and all parties hereto Company hereby waivewaives, any claim against any other parties 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.29.02, whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmlessharmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Affected Party Lender and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents Related Party of any of the foregoing (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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company provided that the Borrower shall not have any no obligation to any Indemnitee hereunder under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence, bad faith negligence or willful misconductmisconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in a final its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-appealable order of that monetary injury to each Indemnitee). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(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 party hereto the Borrower shall not assert, and all parties hereto hereby waivewaives, for itself and on behalf of its Affiliates, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (), whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) , arising out of, in connection with, as a result of, of or in any way related to, 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 Revolving Loan or the use of the proceeds thereof or any act or act, omission or event occurring in connection therewith, and all parties hereto the Borrower, for itself and on behalf of its Affiliates, hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its or their favor.

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.2fullest extent permitted by law Seller, whether or not the transactions contemplated hereby shall be consummatedat its sole cost and expense, Company agrees to indemnify, defend and hold harmless Buyer, its Third Party Beneficiaries (subject to Indemnitees’ selection of counselas defined in Section 20 below), indemnifyits contractors and subcontractors, pay consultants, any landlords and hold harmlessoverlandlords from whom any Buyer’s affiliates may lease a hotel or a casino/hotel property, each Affected Party and each Agentof their respective subsidiaries, their Affiliates affiliates, parent companies and their respective members, officers, partners, directors, trusteesmanagers, employees employees, agents, shareholders, successors and agents assigns, heirs, administrators, and personal representatives (eachcollectively, an “IndemniteeBuyer’s Indemnitees”), ) from and against any and all Indemnified Liabilitieslosses, IN ALL CASESdamages, WHETHER OR NOT CAUSED BY OR ARISINGcosts, IN WHOLE OR IN PARTexpenses, OUT OF THE COMPARATIVEclaims, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding judgments or liabilities (including reasonable costs and attorney’s fees which shall be reimbursed as incurred) which in any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation way arise out of or relate to any Indemnitee hereunder with respect actual or alleged injury, death or damage to any Indemnified Liabilities person or property resulting from any act or omission of Seller, its employees, contractors or affiliates or the goods supplied or services covered by this Order. Seller also agrees, at its sole cost and expense, 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. To the extent that the undertakings to defend, indemnify, pay defend 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 policyBuyer’s Indemnitees, Company shall contribute the maximum portion that it is permitted to pay their parents, subsidiaries 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 lawaffiliates, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliatesofficers, directors, employeesshareholders, attorneys successors and assigns, employees from and against any and all claims, demands, losses, liabilities, damages, causes of action or agentsexpenses (including reasonable costs and attorney’s fees, on any theory of liabilitywhich shall be reimbursed as incurred), for specialcaused by, 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 ofresulting from, or in any way related toconnected with (a) an infringement of or claimed infringement of any patent, this Agreement trademark, or any Credit Document copyright arising out of the sale, use or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinpossession of the merchandise furnished by, the transactions contemplated hereby or thereby, any Revolving Loan or the use 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 proceeds thereof or any act or omission or event occurring warranties of Seller contained in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorthis Order.

Indemnity. (a) In addition Assignor hereby agrees to indemnify and hold Assignee harmless from and against all claims, demands, losses, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in connection with Assignor’s failure, prior to the payment date of expenses pursuant this Assignment, to Section 9.2observe, whether perform and discharge each and every one of the covenants, obligations and liabilities of the tenant under the Lease, to be observed, performed or not discharged on, or relating to, or accruing with respect to the transactions contemplated period prior to the date of this Assignment. Assignee hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessAssignor harmless from and against all claims, each Affected Party demands, losses, damages, expenses and each Agentcosts including, their Affiliates but not limited to, reasonable attorneys’ fees and their respective officersexpenses actually incurred, partners, directors, trustees, employees and agents (each, an “Indemnitee”)arising out of or in connection with Assignee’s failure, from and against any after the date 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, the period from and after, but not before, the date of this Assignment, including, without limitation, all Indemnified Liabilitiessuch covenants, IN ALL CASESobligations and liabilities under Revised Article 35. In addition, 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 not otherwise payable by Company Assignee hereby agrees that its indemnity of Landlord under Section 2.16(b)(iii); provided35.11.1 of Revised Article 35 shall also run in favor of Assignor, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to substituting “Assignee” for “Tenant” and “Assignor” for “Landlord,” where applicable, including in the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court definitions of competent jurisdiction capitalized terms used in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this said 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 satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them35A 1.1. (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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.27.1. HDD shall defend, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessWCP, each Affected Party and each Agentits members, their Affiliates and their respective officers, partners, directors, trusteesshareholders, agents, employees and agents representatives (each, an “Indemnitee”), the "WCP Indemnified Parties") harmless from and against any and all Indemnified Liabilitiesdamages, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISINGactions, IN WHOLE OR IN PARTsuits, OUT OF THE COMPARATIVEproceedings, CONTRIBUTORYliabilities, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding obligations, arbitrations, including, without limitation, reasonable attorneys fees and expenses of litigation or any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedlegal proceeding (collectively "Losses") arising out of or related to HDD's creation, Company shall not have development, production, sales and marketing of wine including the bottle containing the same, or arising out of any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities infringement claims related 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 IndemniteeWine Wrap. To the extent that the undertakings to defend, indemnify, pay and hold harmless The indemnification provisions set forth in this Section 9.3 may be unenforceable in whole Subsection shall not extend to any claims, actions, suits or in part because they are violative proceedings or Losses arising out of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law related to the payment Wine Wraps manufactured by WCP, as all obligations and satisfaction liabilities associated with defending the manufacturing with respect to the Wine Wraps and defending, indemnifying and holding the HDD Indemnified Parties harmless from any Losses arising out of all Indemnified Liabilities incurred by Indemnitees or any relating to manufacturing claims related to one or more Wine Wraps, shall be the sole and exclusive liability of themWCP, and be the subject of indemnity under Section 7.2 herein. (b) To the extent permitted by applicable law7.2. WCP shall defend, no party hereto shall assertindemnify and hold HDD, and all parties hereto hereby waiveits members, any claim against any other parties and their respective Affiliatesofficers, directors, employeesshareholders, attorneys or agents, on employees and representatives (the "HDD Indemnified Parties") harmless from any theory and all damages, claims, actions, suits, proceedings, liabilities, obligations, arbitrations, including, without limitation, reasonable attorneys fees and expenses of liability, for special, indirect, consequential litigation or punitive damages any legal proceeding (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 requirementcollectively "Losses") arising out ofof or related to the Wine Wraps manufactured by WCP except as provided in this Section. The indemnification provisions set forth in this Subsection shall not extend to any claims, in connection withactions, suits or proceedings or Losses arising out of or related to the assertion that one or more Wine Wraps infringe upon the rights of third parties, as a result ofall obligations and liabilities associated with defending intellectual property rights with respect to the Wine Wraps and defending, indemnifying and holding the WCP Indemnified Parties harmless from any Losses arising out of or in relating to claims that one or more Wine Wraps infringe the rights of any way related tothird party, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, shall be the transactions contemplated hereby or thereby, any Revolving Loan or the use sole and exclusive liability of the proceeds thereof or any act or omission or event occurring in connection therewithHDD, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorbe the subject of indemnity under Section 7.1 herein.

Indemnity. (a) In addition to From and after the payment Closing, each party hereto (each of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby which is an “Indemnifying Party”) shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmless, harmless the other party and its Affiliates (each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, of which is an “IndemniteeIndemnified Party”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever (each, a “Claim”), 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 relating to, asserted against, imposed upon or incurred by the Indemnified LiabilitiesParty in connection with or as a result of any breach of a representation, IN ALL CASESwarranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, WHETHER OR NOT CAUSED BY OR ARISINGexhibit, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts certificate or affidavit or Closing Document (to the extent not otherwise payable known by Company under Section 2.16(b)(iiiIndemnified Party prior to Closing Date); provided, Company however, that: (i) no Optionee shall not have any obligation under this Article to indemnify any Indemnitee hereunder 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 Indemnified Liabilities Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the extent portion of such Indemnified Liabilities arise from Tax period that ends on and includes the gross negligenceClosing Date, bad faith and (C) all Taxes of any Person imposed on the Optionees as a transferee or willful misconductsuccessor, as determined 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 court 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 competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that Purchase Option, which shall be paid by Ashford Prime. (c) From and after the undertakings Closing Date, Ashford Prime OP and Ashford Prime agree to defend, indemnify, pay jointly and severally indemnify and hold harmless set forth in 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 9.3 may be unenforceable 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in whole accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released 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 satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themwriting from such Existing Guarantees. (bd) To For the extent permitted by applicable lawavoidance of doubt, no party hereto Ashford Trust OP and Ashford Trust TRS shall assertbe jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and all parties hereto hereby waive, Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any claim against any other parties Losses for which Ashford Trust OP and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed Ashford Trust TRS are entitled 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, indemnification under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorArticle VIII.

Indemnity. 7.1 The Bidder shall, irrevocably and unconditionally, indemnify, defend, protect and hold harmless the Company and its Representatives and Affiliates (aeach an “Indemnified Party”) In addition from, against and in respect of all liabilities, losses, claims, damages, fines, Taxes, interests, costs and expenses (including reasonable attorneys’ fees and disbursements of every kind, nature and description) (hereinafter collectively referred to as “Loss”) suffered, sustained, incurred or paid by the payment Indemnified Party, in each case in connection with, resulting from or arising out of expenses pursuant to Section 9.2, (whether or not involving a third party claim) any breach of any representation, warranty, undertaking, covenant or obligation of the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless Bidder set forth in this Section 9.3 may be unenforceable in whole Agreement or in part because they are violative connection with the Proposed Transaction. 7.2 The aggregate maximum liability of the Bidder under Clause 7.1 shall be limited to and shall not exceed the sum of the Initial Subscription Amount and Second Subscription Amount, if any. 7.3 The Company shall observe the following procedure in order for the Bidder to effect payments to any Indemnified Party in settlement of any law or public policy, indemnity obligations of the Bidder under Clause 7: (a) Any claim of Loss (“Indemnity Claim”) by the Company shall contribute be made by the maximum portion that it is permitted to pay and satisfy under applicable law issue of a notice (“Indemnification Notice”) in writing to the Bidder. Every Indemnification Notice shall as far as practicable quantify the amount of the Loss claimed (the “Claim Amount”), provided that if any Indemnity Claim shall arise by reason of some Loss or event which at the time that the Indemnification Notice is issued is contingent only or otherwise not capable of being quantified, the Bidder shall not be liable or under any obligation to make payment to the Indemnified Party in respect of such Indemnity Claim until such time as the contingent liability becomes an actual liability and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themis due and payable, as the case may be. (b) To If the extent permitted Bidder reasonably and in good faith disputes the Indemnity Claim or the Claim Amount, the Bidder shall within fourteen (14) Business Days from the date of receipt by applicable lawthe Bidder of the Indemnification Notice, no party hereto notify the Company of the reasons in support of its dispute of the Indemnity Claim or Claim Amount (as the case may be), by a notice in writing (“Notice of Dispute”) to the Company. (c) In the event that the Company receives a Notice of Dispute from the Bidder in accordance with Clause 7.3(b), the Company and the Bidder shall assertin the first instance negotiate in good faith to resolve the dispute set forth in the Notice of Dispute, within fourteen (14) Business Days of receipt of the Notice of Dispute by the Company. If the Company and all parties hereto hereby waivethe Bidder resolve the relevant dispute, they shall agree in writing on the amount/ quantum of the relevant Loss (the “Agreed Claim Amount”). The Indemnified Party shall be entitled to receive the relevant Agreed Claim Amount from the Bidder within fourteen (14) Business Days from the day the Parties agree to the Agreed Claim Amount. If Company and Bidder are unable to resolve the dispute set forth in the Notice of Dispute through negotiation as aforesaid, the objection shall be settled in accordance with the terms of Clause 11.1 of this Agreement. 7.4 On receipt of any notice of the assertion of any claim against from any third party (“Third Party Claim”) which could result in a Loss to any Indemnified Party and such Indemnified Party seeks or intends to seek indemnification from the Bidder, the following shall apply: (a) The relevant Indemnified Party shall within fourteen (14) Business Days of receipt of the Third Party Claim provide to the Bidder a written notice (“Third Party Claim Notice”) informing the Bidder of the Third Party Claim and the date on which the Third Party Claim was made. The Bidder shall be entitled, by notice in writing to the Company within fourteen (14) Business Days of receipt of the Third Party Claim Notice, to participate in the defense of any Third Party Claim at its own cost and expense. The Indemnified Party shall be entitled to receive from the Bidder, the amounts payable by the Indemnified Party pursuant to the Third Party Claim, three (3) Business Days prior to the date on which such amount is payable by the Indemnified Party to the third party. (b) The Parties agree to cooperate with each other parties 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 withwith the defense, as a result of, negotiation or in settlement of 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorThird Party Claim.

Indemnity. The Borrower shall (ai) In addition to pay all reasonable out-of-pocket expenses incurred by the payment Bank, including the reasonable fees, charges and disbursements of expenses pursuant to Section 9.2any one counsel for the Bank, whether in connection with the enforcement or not protection of its rights in connection with this Agreement and (ii) indemnify the transactions contemplated hereby shall be consummatedBank and its affiliates and the respective directors, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partnersemployees, directors, trustees, employees agents and agents advisors of the Bank and such Person’s affiliates (each, each such Person being called an “Indemnitee”)) against, from and against hold each Indemnitee harmless from, any and all Indemnified Liabilitieslosses, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISINGdamages, IN WHOLE OR IN PARTliabilities and related expenses, OUT OF THE COMPARATIVEincluding the fees, CONTRIBUTORYcharges and disbursements of any counsel for any Indemnitee, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable incurred by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to or asserted against 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. 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, Company 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 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 (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, of (i) the execution or in any way related to, delivery of this Agreement or the performance by the parties hereto of their respective obligations hereunder, (ii) 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 Revolving Loan or the use of the proceeds thereof therefrom or (iii) any act actual or omission prospective claim, litigation, investigation or event occurring proceeding relating to any of the foregoing, regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee, in connection therewitheach case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. It is understood and all parties hereto hereby waiveagreed that, release to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and agree other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by the Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approvals of the Borrower (not to xxx upon any such claim be unreasonably withheld or any such damages, whether delayed) and the relevant Indemnitee (not to be unreasonably withheld or not accrued and whether or not known or suspected to exist in its favordelayed).

Indemnity. (a) In addition to To the payment extent permitted by the Constitution and laws of expenses pursuant to Section 9.2State of Texas, whether or not the transactions contemplated hereby shall be consummated, Company TIPS agrees to indemnify and hold harmless and defend (subject to Indemnitees’ selection of counselthe Vendor, its member(s), indemnify, pay officers and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any all claims and all Indemnified Liabilitiessuits for damages, IN ALL CASESinjuries to persons (including death), WHETHER OR NOT CAUSED BY OR ARISINGproperty damages, IN WHOLE OR IN PARTlosses, OUT OF THE COMPARATIVEand expenses including court costs and reasonable attorney’s fees, CONTRIBUTORYarising out of, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedor resulting from, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities negligent or intentional acts on the part of TIPS, its officers, employees, agents, subcontractors, licensees, or invitees, except 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. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable claims are based in whole or in part because they are violative upon the negligent or intentional acts or omissions of any law the Vendor or public policyits member(s), Company 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 officers, employees, or any of them. (b) agents. To the extent permitted by applicable lawthe Constitution and laws of State of Texas, no party hereto shall assertTIPS further agrees to indemnify and hold harmless and defend the Vendor, its member(s), officers and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys from and against all claims and suits for injuries (including death) to an officer, employee, agent, subcontractor, supplier or agentsequipment lessee of TIPS, 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, or resulting from, TIPS’ negligent or intentional acts, except to the extent such claims are based in connection withwhole or in part upon the negligent acts or omissions of the Vendor, as a result ofits member(s), officers, employees, or agents. Notwithstanding anything to the contrary in this Agreement, the Vendor’s liability to TIPS shall be limited to unmitigatable direct damages actually incurred by TIPS with respect to any way related to, 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 (INCLUDING NEGLIGENCE), STRICT LIABILITY, PROFESSIONAL LIABILITY, CONTRIBUTION, OR OTHERWISE. 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. TIPS reserves the right to award multiple vendor Agreements per Texas Government Code §2269 for categories when deemed in the best interest of the TIPS Membership. Bidders scoring the solicitation’s specified minimum score or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinabove will be considered for an award. Categories are established at the discretion of TIPS. By signature hereon, the transactions contemplated bidder hereby or therebycertifies that heƒshe is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorTax Code.

Indemnity. To the extent not expressly prohibited by law, Tenant (areferred herein, the “Indemnitor”) In addition agree 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, pay defend, and hold harmless, each Affected Party harmless Landlord and each Agent, their Affiliates and their respective officersits agents, partners, shareholders, members, officers, directors, trusteesbeneficiaries and employees (collectively hereinafter referred to as the “Indemnitees”) from any losses, employees damages, judgments, claims, expenses, costs and agents liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable actual attorneys’ fees and 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 (eachBUT 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, an “Indemnitee”)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 the permission, or under the control, of Tenant, Landlord shall defend, protect, indemnify and hold harmless Tenant from and against any and all Indemnified Liabilitieslosses, IN ALL CASESdamages, WHETHER OR NOT CAUSED BY OR ARISINGjudgments, IN WHOLE OR IN PARTclaims, OUT OF THE COMPARATIVEexpenses, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay costs and hold harmless set forth in this Section 9.3 may be unenforceable liabilities based in whole or in part because they are violative on the negligence or willful misconduct of any law or public policy, Company 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 Landlord or any of them. (b) To the extent permitted by applicable lawLandlord’s agents, no party hereto shall assertpartners, and all parties hereto hereby waiveshareholders, any claim against any other parties and their respective Affiliatesmembers, officers, directors, employeesbeneficiaries and employees arising out of or relating to (i) the use or occupancy, attorneys or manner of use or occupancy, of any of the Common Areas and (ii) any act of Landlord or any of Landlord’s agents, on any theory of liabilitypartners, for specialshareholders, indirectmembers, consequential or punitive damages (as opposed to direct or actual damages) (whether or not officers, directors, beneficiaries and employees in 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorPremises.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not any or all of the transactions contemplated hereby shall be consummated, Company each Note Party agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmless, each Affected Party the Administrative Agent and each AgentHolder, their Affiliates and its and their respective officers, members, shareholders, partners, directors, trustees, employees employees, advisors, representatives and agents and each of their respective successors and assigns and each Person who control any of the foregoing (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 not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Note Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent if such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company the applicable Note 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 party hereto Note Party shall assert, and all parties hereto each Note Party hereby waivewaives, releases and agrees not to xxx upon any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, Indemnitee on any theory of liability, for special, indirect, exemplary, 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 Agreement, any Credit Note Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan Note or the use of the proceeds thereof or any act or omission or event occurring in connection therewith. This Section 10.3 shall not apply with respect to Taxes (including any Taxes covered by Section 2.14) other than any Taxes (including any Tax on the Overall Net Income) that represent losses, and all parties hereto hereby waiveclaims, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoretc. arising from any non-Tax claim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each Agent, their Affiliates Lender and their respective the officers, partners, directors, trustees, employees employees, agents and agents Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the breach of contract, gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall the applicable Credit Party shall, subject to 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties 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, 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto Company hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. 2.1 Save as provided in clause 3, the Company hereby agrees (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, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation without prejudice to any Indemnitee hereunder with respect other indemnity to any Indemnified Liabilities which the Director may otherwise be entitled) 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. To the extent that the undertakings to defend, indemnify, pay indemnify and keep indemnified and hold harmless set forth in this Section 9.3 the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written consent of the Company) (“Liability” or “Liabilities”) which may be unenforceable in whole made against him or in part because they are violative of any law which he may suffer or public policy, Company 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 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 (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, incur as a result consequence of, or in any way related towhich relate to or arise from, this Agreement 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 Credit Document other companies of which he has been requested to act as director or any agreement other such officer by the Company (“Associated Companies”) or instrument contemplated hereby otherwise in relation thereto or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, including (but without limitation) any Liability reasonably suffered or incurred by the Director in disputing, defending, investigating or providing evidence in connection with any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal) (and all parties hereto hereby waivefor the purpose of this clause 2 alleged claims, release demands, investigations or proceedings shall include any allegations made formally or informally by reports in the press, public statement or other media) and agree not any Liability reasonably incurred or suffered in relation to xxx upon any such claim reasonable settlement in respect of any actual, threatened or alleged claims, demands, investigations or proceedings (whether civil or criminal). 2.2 Without prejudice to the generality of the indemnity in clause 2.1 above and subject always to the provisions of clause 3.2, the Company shall pay the reasonable legal and other expenses (the “Costs”) incurred by the Director in defending any 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 such damagesAssociated 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 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, whether judgment or not accrued and whether or not known or suspected to exist in its favorrefusal of relief (as applicable) becomes final.

Indemnity. (ai) In addition to The Borrower shall indemnify and hold harmless the payment Administrative Agent, the Lenders and their respective Affiliates, and their respective partners, directors, officers, employees, agents and advisors (collectively the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of expenses pursuant to Section 9.2any counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”), whether incurred by any Indemnitee or not asserted against any Indemnitee by any third party or by the Borrower, the Equityholder, the Administrative Agent, any Lender or the Collateral Manager (as applicable) arising out of, in connection with, or as a result of (A) the execution or 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 shall be consummatedor thereby, Company agrees (B) any Loan or equity contribution or the use or proposed use of the proceeds therefrom, or (C) any actual or prospective claim, litigation, investigation or proceeding relating to defend (subject to Indemnitees’ selection any of counsel)the foregoing, indemnifywhether based on contract, pay tort or any other theory, and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against regardless of whether 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 not otherwise payable by Company under Section 2.16(b)(iii)Indemnitee is a party thereto; provided, Company provided that such indemnity shall not have any obligation as to any Indemnitee hereunder with respect to any Indemnified Liabilities Indemnitee, be available to the extent that such Indemnified Liabilities arise from the gross negligencelosses, bad faith claims, damages, liabilities or willful misconduct, as related expenses are determined by a court of competent jurisdiction in a by final non-appealable order and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of that such 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, Company 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 fullest extent permitted by applicable lawApplicable Law, no party hereto the Borrower shall not assert, and all parties hereto hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in this Agreement, any way related to, this Agreement or any Credit other Transaction Document or any agreement or instrument contemplated hereby or thereby or referred to herein or thereinhereby, the transactions contemplated hereby or thereby, any Revolving Loan or equity contribution or the use of the proceeds thereof 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 act of its obligations under any Transaction Document, (B) the failure of any of the representations or omission warranties of the Collateral Manager set forth in any Transaction Document or event occurring in any certificate, statement or report delivered in connection therewiththerewith 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 a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Collateral 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 parties hereto hereby waiveIndemnified Amounts that may be incurred by or asserted or awarded against any Indemnitee, release 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 Equityholder of any covenant or any of its obligations under any Transaction Document, (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 agree (C) any gross negligence, bad faith or willful misconduct on the part of the Equityholder in its capacity as Equityholder; except the Equityholder shall not be liable to xxx upon the extent any such claim or any such losses, claims, damages, whether 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 accrued and whether 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 Equityholder shall not known have any liability hereunder to any Indemnitee to the extent an Indemnitee affects any settlement of a matter that is (or suspected could be) subject to exist in its favorindemnification hereunder without the prior written consent of the Equityholder (which consent shall not be unreasonably withheld or delayed).

Indemnity. (a) In addition The Company and the other Grantors jointly and severally agree 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)defend, indemnify, pay and hold harmlessharmless the Collateral Trustee, each Affected Party and each Agent, their Affiliates the First-Out Representative and their respective Affiliates and each and all of the directors, officers, partners, directors, trustees, employees and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation provided that no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and nonappealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or willful misconduct of that Indemnitee. such Indemnitee (or its Related Parties). (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 this Section 9.3 7.10(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, each of the Company shall 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties Indemnitee, and their respective Affiliates, directors, employees, attorneys or agentsno Indemnitee will ever assert any claim against any Grantor, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Priority Lien Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors and each Indemnitee hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to xxx upon any such claim or 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) The agreements in this Section 7.10 will survive repayment of all other Priority Lien Obligations and the removal or resignation of the Collateral Trustee and termination of this Agreement.

Indemnity. (a) In addition The Grantors jointly and severally agree 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)defend, indemnify, pay and hold harmless, each Affected Party harmless the Collateral Agent and each Agent, their of its Affiliates and each of their respective directors, officers, members, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct, as determined by a court misconduct of competent jurisdiction in a final non-appealable order of that 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 this Section 9.3 7.12(a) may be unenforceable in whole or in part because they are violative of violate any law or public policy, Company shall 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. (bd) To the extent permitted by applicable law, no party hereto shall assert, and all parties hereto hereby waive, No Grantor will ever assert any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Security Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithGrantors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to xxx upon any such claim or 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) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, The Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party harmless the Collateral Agent and each Agent, their Affiliates and their respective the officers, partners, directors, trusteesemployees, employees agents and agents affiliates of the Collateral Agent (each, an “Indemnitee”), collectively called the "INDEMNITEES") from and against any and all Indemnified Liabilitiesother liabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any amounts kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not otherwise payable such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against the Indemnitee, in any manner relating to or arising out of this Agreement, the Indenture or the Securities arising in any action relating to, directly or indirectly, the Collateral or the subject of this Agreement (including without limitation, any misrepresentation by the Company under Section 2.16(b)(iiiin this Agreement (the "INDEMNIFIED LIABILITIES"); provided, PROVIDED that the Company shall not have any no obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities indemnified liabilities if it has been determined by a final decision (after all appeals and the expiration of time to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined appeal) by a court of competent jurisdiction in a final non-appealable order that such indemnified liability arose from the negligence or willful misconduct of that Indemnitee. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities indemnified liabilities incurred by the Indemnitees or any of them. (b) To the extent permitted by applicable law, no party hereto shall assertThe Company agrees to pay, and all parties hereto hereby waiveto save the Collateral Agent harmless from, any claim against and all liabilities, costs and expenses (including, without limitation, legal fees and expenses) (1) with respect to, or resulting from any delay in paying, any and all excise, sales or other parties taxes which may be payable or determined to be payable with respect to any of the Collateral, (2) with respect to, or resulting from, any delay in complying with any Requirement of Law applicable to any of the Collateral 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 damages3) (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 with 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, of the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorby this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated Seller hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmlessharmless Buyer, each Affected Party Buyer’s Affiliates and each Agent, their Affiliates and their respective of its officers, partners, directors, trustees, employees and agents (each, an “IndemniteeIndemnified Parties”), ) from and against any and all Indemnified Liabilitiesliabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGactual out-of-pocket losses, IN WHOLE OR IN PARTactual out-of-pocket damages, OUT OF THE COMPARATIVEactual out-of-pocket penalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise judgments, suits, actual out-of-pocket Taxes (including stamp, excise, sales or other taxes which may be payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation or determined to any Indemnitee hereunder be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and the Transaction Documents and the documents delivered in connection herewith and therewith, other than Excluded Taxes), actual out-of-pocket fees, actual out-of-pocket costs, actual out-of-pocket expenses (including reasonable attorneys fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Liabilities Amounts”) which may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement, the Transaction Documents or any Transactions hereunder or 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 and the other Indemnified Parties harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or arising out of any (A) breach of any representation or warranty relating to Environmental Law or Hazardous Materials made by Seller hereunder or under any Transaction Document or any violation or alleged violation of any Environmental Law or (B) any violation or alleged violation of any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, except to the extent such Indemnified Liabilities arise violation or alleged violation results from the Buyer’s gross negligence, bad faith negligence or willful misconduct. In any suit, as determined proceeding or action brought by a court Buyer in connection with any Purchased Loan for any sum owing thereunder, or to enforce any provisions of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defendany Purchased Loan, indemnifySeller will save, pay indemnify and hold Buyer harmless set forth in this Section 9.3 may be unenforceable in whole from and against all actual, out-of-pocket expenses (including reasonable attorneys’ fees), 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 arising out of any other agreement, indebtedness or liability at any time owing to or in part because they are violative favor of any law such account debtor or public policyobligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for (i) all Buyer’s reasonable costs and out-of-pocket expenses actually incurred in connection with the initial preparation and negotiation of this Agreement and the Transaction Documents and the closing of the transactions contemplated hereby and thereby, Company provided that Seller shall contribute not be required to reimburse Buyer for attorneys’ fees for the maximum portion that it is permitted to pay initial closing of this Agreement and satisfy under applicable law the other Transaction Documents in excess of $150,000, and (ii) all Buyer’s reasonable costs and out-of-pocket expenses actually incurred in connection with Buyer’s due diligence reviews with respect to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Purchased Loans or any loan which is proposed by Seller as a Purchased Loan, including without limitation, those incurred under Section 27 and the reasonable fees and disbursements of them. its counsel, subject in all cases under this clause (bii) To to the extent permitted by applicable lawterms and conditions of Section 27, no party hereto provided that Seller 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, not be required to reimburse Buyer 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, attorneys’ fees incurred in connection withwith Buyer’s due diligence review with respect to any single Purchased Loan in excess of $7,500. Additionally, Seller also agrees to reimburse Buyer as a result and when billed by Buyer for all of Buyer’s reasonable costs and out-of, -pocket expenses actually incurred in connection with the enforcement or in any way related to, the preservation of Buyer’s rights under this Agreement and the Transaction Documents or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions Transaction contemplated hereby or thereby, any Revolving Loan or including, without limitation, the use reasonable fees and disbursements of its counsel. Seller hereby acknowledges that, the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorobligation of Seller hereunder is a recourse obligation of Seller.

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) In addition (to the payment extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of expenses pursuant the Parent Borrower to Section 9.2, whether or not do so as and to the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counselextent provided herein), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and ratably according to their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”)Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section 3.10, from and against any and all Indemnified Liabilitiesliabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedjudgments, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligencesuits, bad faith costs, expenses or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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 disbursements of any law or public policykind whatsoever which may at any time be imposed on, Company 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 asserted against the Issuing Lenders (or any of them. (bAffiliate thereof) 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 (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 torelating to or arising out of this Agreement, this Agreement any of the other Loan Documents or any Credit Document or any agreement or instrument the transactions contemplated hereby or thereby or referred to herein any action taken or therein, the transactions contemplated hereby omitted by any Issuing Lender (or thereby, any Revolving Loan Affiliate thereof) under or the use in connection with any of the proceeds thereof foregoing; provided that no L/C Participant shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from the gross negligence or willful misconduct of such Issuing Lender (or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not Affiliate thereof). The obligations to xxx upon any such claim indemnify each Issuing Lender (or any such damages, whether or not accrued and whether or not known or suspected to exist Affiliate thereof) shall be ratable among the applicable L/C Participants in its favoraccordance with their Revolving Commitment Percentages. The agreements in this Section 3.10 shall survive the termination of the Revolving Commitments.

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) In addition (to the payment extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of expenses pursuant the Parent Borrower to Section 9.2, whether or not do so as and to the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counselextent provided herein), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and ratably according to their respective officersLetter of Credit Percentages in effect on the date on which indemnification is sought under this Section 3.10 (or, partnersif indemnification is sought after the date upon which the Letter of Credit Commitments have been terminated, directors, trustees, employees and agents (each, an “Indemnitee”ratably in accordance with their Letter of Credit Percentages immediately prior to such date), from and against any and all Indemnified Liabilitiesliabilities, IN ALL CASESobligations, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYactions, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedjudgments, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligencesuits, bad faith costs, expenses or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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 disbursements of any law or public policykind whatsoever which may at any time (including at any time following the termination of the Letter of Credit Commitments) be imposed on, Company 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 asserted against the Issuing Lenders (or any of them. (bAffiliate thereof) 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 (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 torelating to or arising out of this Agreement, this Agreement any of the other Loan Documents or any Credit Document or any agreement or instrument the transactions contemplated hereby or thereby or referred to herein any action taken or therein, the transactions contemplated hereby omitted by any Issuing Lender (or thereby, any Revolving Loan Affiliate thereof) under or the use in connection with any of the proceeds thereof foregoing; provided that no L/C Participant shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from the gross negligence or willful misconduct of such Issuing Lender (or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not Affiliate thereof). The obligations to xxx upon any such claim indemnify each Issuing Lender (or any such damages, whether or not accrued and whether or not known or suspected to exist Affiliate thereof) shall be ratable among the L/C Participants in its favoraccordance with their Letter of Credit Percentages. The agreements in this Section 3.10 shall survive the termination of the Letter of Credit Commitments.

Indemnity. (a) In addition to To keep the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Landlord and Management Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), fully indemnified from and against all actions, proceedings, claims, demands, losses, costs, expenses, damages and liability arising in respect of 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 injury to or death of any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation person or damage to any Indemnitee hereunder property moveable or immoveable or the infringement, disturbance or destruction of any right, easement or privilege arising out of any act, omission or negligence of the Tenant or any persons in on or about the Demised Premises expressly or impliedly with respect to the Tenant’s authority or the user of the Demised Premises or any Indemnified Liabilities to breach of the extent such Indemnified Liabilities arise from Tenant’s covenants or the gross negligence, bad faith conditions or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth other provisions contained 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 satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.Lease; (b) To effect and keep in force during the extent permitted by applicable lawTerm such public liability (with a limit of indemnity of not less than €6.5m (six million five hundred thousand euro), no party hereto shall assert, employer's liability (with a limit of indemnity of not less than €13m (thirteen million euro) and all parties hereto hereby waive, 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 other parties of the said fit-out, furniture and their respective Affiliatesequipment by reason of one or more of the insured risks arising, directorsto ensure that all monies payable under such policy of insurance are used in repairing, employeesreplacing, attorneys refurbishing or otherwise reinstating the fit-out, furniture and equipment. (e) 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) 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 obligation under this Lease) to 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 damage, howsoever occasioned, to the Demised Premises or to the personal property of the 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 respect of the damage to the Demised Premises, the Building and / or the personal property of the Landlord which cannot be recovered by reason of any act, default, omission or negligence of the Tenant its servants, agents, on any theory of liability, for special, indirect, consequential licensees 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorinvitees.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company Each Pledgor agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party harmless the Collateral Agent and each Agent, their Affiliates of the other Secured Parties and their respective the officers, partners, directors, trusteesemployees, employees agents and agents Affiliates of the Collateral Agent and each of the other Secured Parties (eachcollectively, an “Indemnitee”), the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out hereof, any Interest Rate Protection Agreement, the Hedging Agreements, the Cash Management Agreements or any other Loan Document (including, without limitation, any misrepresentation by any Pledgor in this Agreement, any Interest Rate Protection Agreement, the Hedging Agreements, the Cash Management Agreements or any other Loan Document) (the "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 not otherwise payable by Company under Section 2.16(b)(iii"); provided, Company however, that no Pledgor shall not have any obligation to any an 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 if it has been determined by a final non-appealable decision of a court of competent jurisdiction in a final non-appealable order that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings undertaking to defend, indemnify, pay and hold harmless set forth in this Section 9.3 the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, Company each Pledgor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the 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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. SERCEL and MITCHAM hereby agree to the following indemnification obligations: (a) In addition to the payment of expenses pursuant to Section 9.2MITCHAM shall defend, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless SERCEL, each Affected Party and each AgentAffiliates, their Affiliates and their respective officers, partners, directors, trusteesits agents, employees and agents and/or officers (each, an the “IndemniteeSERCEL Indemnitees”), ) from and against any and all Indemnified Liabilitiesthird party’s claims including MITCHAM’s customers, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay costs (including attorney’s fees) and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative expenses arising out of any law injury, damage of any kind whatsoever howsoever caused whether in contract, tort (negligence included) or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction breach of all Indemnified Liabilities incurred duty including contractual or statutory duty by Indemnitees SERCEL or any of themotherwise. (b) To Liabilities between the extent permitted by applicable lawParties. MITCHAM shall be responsible for, no party hereto shall assertindemnify, defend and hold the SERCEL Indemnitees harmless against any and all parties hereto hereby waiveclaims in respect of injury to or sickness, disease or death of any claim person employed by or engaged on behalf of MITCHAM or its customers or in respect of loss of or damage to physical property (including, but not limited to, plant and equipment, materials, goods, premises and facilities,) owned, supplied or borrowed by MITCHAM or its customers arising out of or in connection with the Agreement from any cause whatsoever including but not limited to the negligence or breach of duty (statutory, contractual or otherwise) of MITCHAM. SERCEL shall be responsible for, indemnify, defend and hold MITCHAM, its directors, officers, employees and Affiliates (hereinafter the “MITCHAM Indemnitees”) harmless against any other parties and their respective Affiliatesall claims in respect of injury to or sickness, directorsdisease or death of any person employed by or engaged on behalf of SERCEL or in respect of loss of or damage to physical property (including, employeesbut not limited to, attorneys plant and equipment, materials, goods, premises and facilities) owned, supplied 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 borrowed by any applicable legal requirement) SERCEL arising out of, of or in connection withwith the Agreement from any cause whatsoever including but not limited to the negligence or breach of duty (statutory, as a result of, contractual or otherwise) of SERCEL. (c) The amount of SERCEL’s liability to MITCHAM shall 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, no case exceed the transactions contemplated hereby or thereby, any Revolving Loan or the use amount of the proceeds thereof purchase or any act lease order to which such liability is related. (d) It is expressly acknowledged by MITCHAM that all liabilities and indemnification in relation thereto between SERCEL and MITCHAM and MITCHAM’s customers, when leasing, renting or omission or event occurring selling SERCEL equipment to MITCHAM’s customers, will be exclusively governed by SERCEL’s general conditions of sale as mentioned in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorSchedule 2(a) of the Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company a. Contractor agrees to defend (subject to Indemnitees’ selection of counsel)protect, indemnifydefend, pay indemnify and hold harmlessharmless Operator, each Affected Party and each Agent, their Affiliates and their respective its officers, partners, directors, trusteesemployees or their invitees, employees and agents (each, an “Indemnitee”)any working interest owner or non operator for whom Operator 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 Contractor’s or its subcontractors’ performance or non performance of this Agreement, except for such as may be caused by the negligence of Operator, its agents or employees. Contractor’s indemnity under this Section shall be without regard to and without any 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 (which Contractor and all Indemnified LiabilitiesOperator hereby agree will be supported either by available liability insurance under which the insurer has no right of subrogation against the indemnitees, IN ALL CASESor voluntarily self-insured, WHETHER OR NOT CAUSED BY OR ARISINGin part or whole) exceed the maximum limits permitted under applicable law, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company it is agreed that said insurance requirements or indemnities shall not have any obligation automatically be amended to any Indemnitee hereunder with respect to any Indemnified Liabilities conform to the extent maximum monetary limits permitted under such Indemnified Liabilities arise from the gross negligencelaw. b. Operator agrees to protect, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay indemnify and hold harmless set forth in 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 Operator’s or its subcontractors’ performance or non 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 9.3 may shall be unenforceable in whole 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 the monetary limits of insurance required hereunder or of the 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 part because they are violative of any law or public policy, Company shall contribute whole) exceed the maximum portion that it is limits 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 party hereto it is agreed that said insurance requirements or indemnities shall assert, automatically be amended to conform to the maximum monetary limits permitted under such law. c. Operator and all parties hereto hereby waive, Contractor each waive any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for right to special, indirect, indirect and consequential or punitive damages (as opposed to direct or actual damages) (whether or not against 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorother party hereto.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (if requested by the Indemnitees and subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates Lead Arranger and their respective Lender and the Issuing Bank and the officers, partners, directors, trustees, employees employees, agents, sub-agents and agents Affiliates of each Agent, each Lead Arranger, each Lender and the Issuing Bank (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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agents, Lead Arrangers and Issuing Bank and their respective Affiliates, directors, employees, attorneys attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each of Holdings and Company hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)INDEMNITEE; provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final final, non-appealable order order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees employees, representatives 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 not otherwise payable by Company under Section 2.16(b)(iii)AGENT; provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from the bad faith, gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.29.02, whether or not the transactions contemplated hereby shall be consummated, Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmlessharmless the Administrative Agent (and any sub-agent thereof), the Arranger, each Affected Party Lender and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents Related Party of any of the foregoing (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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company provided that the Borrower shall not have any no obligation to any Indemnitee hereunder under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence, bad faith negligence or willful misconductmisconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in a final its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-appealable order of that monetary injury to each Indemnitee). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section (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 party hereto the Borrower shall not assert, and all parties hereto hereby waivewaives, for itself and on behalf of its Affiliates, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (), whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) , arising out of, in connection with, as a result of, of or in any way related to, 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 Revolving Loan or the use of the proceeds thereof or any act or act, omission or event occurring in connection therewith, and all parties hereto the Borrower, for itself and on behalf of its Affiliates, hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its or their favor.

Indemnity. The Vendor shall indemnify and hold the Parent, the Purchaser and its Affiliates, or, at the election of the Parent, the Company or any of the Group Companies (acollectively, the "Indemnified Parties"), harmless (vrijwaren en schadeloos stellen) In addition from any and all Losses arising out of or in connection with: (i) all liability of the Group, the Parent or the Purchaser arising from the failure to the payment of expenses pursuant to Section 9.2, whether or not complete in accordance with applicable law the transactions contemplated hereby shall be consummatedpursuant to that certain Master Restructuring Agreement dated as of April 6, Company agrees to defend 2009, by and among the Vendor Parties; (subject to Indemnitees’ selection ii) all liability of counsel)the Group, indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and Parent or Purchaser or any of their respective officers, partners, directors, trustees, employees and agents directors or managing directors arising from the Group’s failure to timely file its 2004 annual accounts; (each, an “Indemnitee”), from and against iii) 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 Losses arising from any amounts not otherwise payable by employee claim to (i) additional benefits or bonuses due to unlawful distinction among employees or (ii) an acquired right to a bonus despite such employee’s failure to meet bonus eligibility criteria for a given period; (iv) any and all Losses arising from the failure of the Company under Section 2.16(b)(iii); provided, or any Group Company shall not have any obligation to any Indemnitee hereunder comply with the Dutch Working Hours Act (Arbeidstijdenwet) with respect to required resting periods following on-call duties; (v) any Indemnified Liabilities and all Losses arising from the failure of the Group to accrue for long term disability benefits; (vi) any and all Losses arising from the failure of the Group to obtain VAR statements with respect to self-employed individuals predominantly employed by the Company; (vii) any and all Losses arising from the failure of Vendor Party owned management companies to pay relevant Taxes prior to Closing; (viii) any and all Losses arising from the fact that a contractor agreement existing on or prior to the extent Closing Date is deemed to be an employment agreement and not a contractor agreement, including the "Be&C Agency Agreement", the "EventIS NZ Agency Agreement" or the "Rooney Consulting Agency Agreement"; (ix) any and all Losses resulting from challenges to the Group’s sole ownership of the Intellectual Property relating to the CASIS product, as such Indemnified Liabilities arise exists on the Closing Date; (x) any and all Losses arising from the gross negligence, bad faith Group’s use of the GNU General Public License (GPL) included in the Group’s products prior to the Closing Date; (xi) any and all Losses arising from different profit recognition or willful misconduct, as determined by a court valuation methods for Taxes due to lack of competent jurisdiction (sufficient) work in a final progress positions of the Company and/or the Group Companies for the period prior to Closing; (xii) any and all Losses arising from the improper capitalization or improper non-appealable order capitalization of that Indemniteeintellectual property rights of the Company and/or the Group Companies for the period prior to Closing; and (xiii) any and all losses arising from the choice of Xxxxx xxx Xxxxxxxx Beheer B.V. and Xxxxx Xxxxxx Beheer B.V. to sign and enter into a management agreement instead of an employment agreement, including any amounts required to be paid in addition to those specified in Article 3 thereunder; (i) to (xiii) of this Clause 9.1, collectively, the "Indemnified Events". 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, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law With regard to the payment indemnification under (xiii) of this Clause 9.1, the Parent, the Purchaser and satisfaction its Affiliates, or, at the election of all Indemnified Liabilities incurred by Indemnitees the Parent, the Company or any of them. (b) To the extent permitted Group Companies, shall be, at the election of the Parent, fully indemnified and held harmless by applicable lawXxxxx xxx Xxxxxxxx Beheer B.V., no party hereto shall assertXxxxx Xxxxxx Beheer B.V., Xxxxx xxx Xxxxxxxx and/or Xxxxx Xxxxxx from any 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 (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) Losses arising out of, or 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 specific indemnification. This Clause is deemed to herein or therein, include an irrevocable third party clause (derdenbeding) for the transactions contemplated hereby or thereby, any Revolving Loan or the use benefit of the proceeds thereof or any act or omission or event occurring in connection therewith, Company and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favoreach of the Group Companies.

Indemnity. (a) In addition to The Partnership shall indemnify and shall hold the payment officers, employees, agents and representatives of expenses pursuant to Section 9.2the Partnership, whether or not the transactions contemplated hereby shall be consummatedGeneral Partner, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agentof the trustees, their Affiliates and their respective officers, partnersemployees, directorsagents, trusteesand representatives of the General Partner harmless from any loss or damage, employees including without limitation reasonable legal fees and agents (eachcourt costs, an “Indemnitee”), incurred by it or any of them by reason of anything it or any of them may do or refrain from doing hereafter for 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 not otherwise payable by Company under Section 2.16(b)(iii)on behalf of the Partnership or in connection with its business or affairs; provided, Company however, that (i) the Partnership shall not be required to indemnify any officers, employees, agents and representatives of the Partnership, the General Partner or any of the trustees, officers, employees, agents, and representatives of the General Partner for any loss or damage which it might incur as a result fraud, willful misconduct or gross negligence committed by any such person in the performance of their duties hereunder, it being agreed that the Partnership's indemnification obligations hereunder shall continue and be unaffected in respect of any other person which or who shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent committed such Indemnified Liabilities arise from the fraud, willful misconduct or gross negligence, bad faith and (ii) this indemnification shall not relieve the General Partner of its proportionate part of the obligations of the Partnership as a Partner. In addition, the General Partner shall be entitled to reimbursement from the Partnership for any amounts paid by it in satisfaction of indemnification obligations owed by the General Partner to present or willful misconductformer trustees, officers, employees, agents or representatives of the General Partner or its predecessors, or other Persons indemnified by the General Partner, as determined by a court provided for in or pursuant to the Declaration of competent jurisdiction in a final nonTrust and By-appealable order Laws of that Indemniteethe General Partner or otherwise. To the extent that the undertakings to defend, indemnify, pay and hold harmless The right of indemnification set forth in this Section 9.3 9.5 shall be in addition to any rights to which the person or entity seeking indemnification may otherwise be unenforceable in whole or in part because they are violative entitled and shall inure to the benefit of the successors and assigns of any law such person or public policy, Company entity. No Partner shall contribute the maximum portion that it is permitted be personally liable with respect 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 party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliatesfor indemnification pursuant to this Section 9.5, directors, employees, attorneys or agents, on any theory but such claim shall be satisfied solely out 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 Revolving Loan or the use assets of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorPartnership.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Supplier will indemnify, whether or not the transactions contemplated hereby shall be consummateddefend and hold harmless JPMorgan Chase & Co. from any and all losses, Company agrees to defend liabilities, damages (subject to Indemnitees’ selection of counselincluding taxes), indemnifyand all related costs and expenses, pay including reasonable legal fees and hold harmlessdisbursements and costs of investigation, each Affected Party litigation, settlement, judgment, interest and each Agent, their Affiliates and their respective penalties incurred by itself or any of its direct or indirect officers, partners, directors, trusteesemployees, employees agents, successors or assigns (collectively, “Losses”), and agents threatened Losses due to, arising from or relating to third party claims, demands, actions or threat of action (whether in law, equity or in an alternative proceeding) arising from or relating to: (a) Supplier’s actual or alleged breach of any warranties in this Agreement or in a Schedule; (b) any actual or alleged infringement, violation or Page 58 misappropriation of the Intellectual Property Rights of any third person by (i) any Deliverables provided by Supplier or (ii) JPMC or a Recipient’s use of those Deliverables; (c) Supplier’s actual or alleged breach of any of the confidentiality or privacy provisions in this Agreement; (d) any Security Breach; (e) the actual or alleged failure of Supplier or any of its subcontractors or anyone acting on its or their behalf to pay any withholding or other employment-related taxes or other obligations (including any Losses arising in connection with the Internal Review Code § 4980H) in connection with Supplier Personnel; (f) fraud, negligent, willful or reckless acts or omissions, whether actual or alleged, of or by Supplier or any Supplier Personnel or (g) death, bodily injury, personal injury or property damage actually or allegedly caused by Supplier or Supplier Personnel or incurred during the performance of the Services (each, an “IndemniteeIndemnified Claim”), from and against . No settlement or compromise that imposes 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any liability or obligation to 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. 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, Company 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 on JPMorgan Chase & Co. 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 Affiliatesits direct or indirect officers, directors, employees, attorneys or agents, on successors or assigns will be made without JPMorgan Chase and Co.’s prior written consent (not to be unreasonably withheld). If Supplier fails to defend JPMorgan Chase & Co. as provided in this Section 15 after reasonable notice of an Indemnified Claim, Supplier will be bound: (i) to indemnify and reimburse JPMorgan Chase & Co. for 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 Losses incurred by any applicable legal requirement) arising out ofit, in connection withits sole discretion, as a result ofto defend, settle or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred compromise the Indemnified Claim; and (ii) by the determination of facts common to herein or therein, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, an action and all parties hereto hereby waive, release and agree not subsequent action to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in enforce its favorreimbursement rights.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Except as provided in Sections 31(b) and (c) below, whether or not the transactions contemplated Time Share Lessee hereby releases, and shall be consummateddefend, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Time Share Lessor and Time Share Lessor’s shareholders, each Affected Party and each Agent, their Affiliates and their respective officers, partnersmembers, directors, trusteesofficers, employees managers, employees, successors and agents (each, an “Indemnitee”)assigns, from and against against, any and all Indemnified Liabilitiesclaims, IN ALL CASESdamages, WHETHER OR NOT CAUSED BY OR ARISINGlosses, IN WHOLE OR IN PARTliabilities, OUT OF THE COMPARATIVEdemands, CONTRIBUTORYsuits, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding judgments, causes of action, civil and criminal legal proceedings, penalties, fines, and other sanctions, and any amounts not otherwise payable by Company under Section 2.16(b)(iii); providedattorneys’ fees and other reasonable costs and expenses, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities directly or indirectly arising from Time Share Lessee’s willful misconduct or gross negligence, to the extent such Indemnified Liabilities arise a loss is a direct result of the Time Share Lessee’s failure to comply with Time Share Lessee’s covenants or to the extent a loss is a direct result of the Time Share Lessee’s breach of warranties or representations, except to the extent arising from the gross negligence, bad faith negligence or willful misconductmisconduct of Time Share Lessor or the flight crew. In no event shall Time Share Lessor be liable to Time Share Lessee or any person claiming by or through Time Share Lessee for any indirect, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defendincidental, indemnifyspecial, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole consequential, or in part because they are violative punitive damages of any law kind or public policy, Company 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 themnature. (b) To Notwithstanding the provisions of Section 31(a) above, Time Share Lessor agrees to accept the proceeds of the hull and liability insurance required by this Agreement as its sole recourse against Time Share Lessee in the event of any claim by Time Share Lessee relating to any type of injury, death or property damage for which such insurance is being provided under this Agreement. (c) The limitations provided for in Section 31(b) will not operate against Time Share Lessor 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 that insurance proceeds are withheld or agents, on any theory reduced due to the actions or inactions 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorTime Share Lessee.

Indemnity. To the furthest extent permitted by California law, Construction Manager shall indemnify, protect, and hold free and harmless the Indemnified Parties from any and all Claim(s), to the extent that the Claim(s) arises out of, pertains to, or relates to the negligence (aactive or passive, ordinary or gross), recklessness (ordinary or gross), errors or omissions, or willful misconduct of Construction Manager, its directors, officials, officers, employees, contractors, subcontractors, Subconsultants, or agents directly or indirectly arising out of, connected with, or resulting from the performance of the Services, the Project, or this Agreement. Construction Manager shall not be subject to liability under this Article for Claims that result from the active or sole negligence or willful misconduct of the Indemnified Parties or for Claims that result from defects in design furnished by the Indemnified Parties. Construction Manager shall defend and pay all costs, expenses and fees to defend the Indemnified Parties, from any and all Claim(s), to the extent that the Claim(s) In addition arises out of, pertains to, or relates to the alleged negligence (active or passive, ordinary or gross), recklessness (ordinary or gross), errors or omissions, or willful misconduct of Construction Manager, its directors, officials, officers, employees, contractors, subcontractors, Subconsultants, or agents directly or indirectly arising out of, connected with, or resulting from the performance of the Services, the Project, or this Agreement. Construction Manager shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties in any Claim. Construction Manager shall also reimburse Judicial Council for the cost of any settlement paid by Judicial Council arising out of any Claim. Construction Manager must reimburse the Indemnified Parties for any and all legal expenses and costs, including attorneys’ fees, expert witness fees and consultant fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided to the extent caused by this agreement to indemnify. Construction Manager’s obligation to indemnify is not restricted to insurance proceeds, if any, received by the Indemnified Parties. The Judicial Council has the right to accept or reject any legal representation that Construction Manager proposes to defend the Indemnified Parties. Construction Manager’s obligation to defend the Indemnified Parties shall be triggered immediately upon any of the Indemnified Parties providing Notice to Construction Manager of the Claim. However, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Construction Manager shall meet and confer with the other parties regarding unpaid defense costs to negotiate a re-allocation of costs amongst the defendants. This “Indemnity” provision shall survive the early termination or expiration of the Agreement. LIABILITY OF THE JUDICIAL COUNCIL Other than as provided in this Agreement, Judicial Council’s obligations under this Agreement are limited to the payment of expenses pursuant the Fee provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event will Judicial Council be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect, or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement for the Services performed in connection with this Agreement. Judicial Council shall not be responsible for any damage to Section 9.2persons or property as a result of the use, whether misuse or not failure of any equipment used by Construction Manager, or by its employees, even if the transactions contemplated equipment was furnished or loaned to Construction Manager by Judicial Council. The Construction Manager hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against waives any and all Indemnified Liabilitiesclaim(s) for recovery from the Judicial Council under this Agreement, IN ALL CASESwhich loss or damage is covered, WHETHER OR NOT CAUSED BY OR ARISINGwhether paid or unpaid, IN WHOLE OR IN PARTby valid and collectible insurance policies or programs of self-insurance. Construction Manager agrees to have its required insurance policies endorsed to prevent the invalidation of insurance coverage by reason of this waiver. This waiver extends to claims paid, OUT OF THE COMPARATIVEor expenses incurred, CONTRIBUTORYby Construction Manager’s insurance company on behalf of the Judicial Council. Neither the Judicial Council, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding nor any amounts not otherwise payable other officer or employee of the Judicial Council will be personally responsible for liabilities arising under the Agreement. COMMUNICATIONS / NOTICE Notices and communications between the Parties to this Agreement shall be sent to the following addresses: Judicial Council Facilities Services | Administrative Division Judicial Council of California 000 Xxxxxx Xxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000-0000 ATTN: [@Attention] Construction Manager [@Construction Management Firm [@Address] ATTN: [@Attention] Any Notice personally given is effective upon receipt. Any Notice sent by Company under Section 2.16(b)(iii); provided, Company overnight delivery service is effective the day after delivery. Any Notice given by mail is effective five (5) days after deposit in the United States mail. NONDISCRIMINATION/NO HARASSMENT CLAUSE The Construction Manager and its Subconsultants shall not have unlawfully discriminate against any obligation to any Indemnitee hereunder employee or applicant for employment because of race, creed, religion, color, national origin, ancestry, physical or mental disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), medical condition, marital status, age (over 40), sex, sexual orientation, gender identity, or domestic partner status. The Construction Manager and its Subconsultant(s) shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. During the performance of this Agreement, the Construction Manager and its Subconsultants must not engage in unlawful harassment, including sexual harassment, with respect to any Indemnified Liabilities persons with whom the Construction Manager or its Subconsultants interact in the performance of this Agreement. Construction Manager and its Subconsultants must take all reasonable steps to prevent harassment from occurring. Construction Manager must comply with applicable provisions of the extent such Indemnified Liabilities arise from Fair Employment and Housing Act, California Government Code section 12900 et seq., and the gross negligenceapplicable regulations promulgated under California Code of Regulations, bad faith or willful misconducttitle 2, as determined by a court section 11000 et seq. The applicable regulations of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defendFair Employment and Housing Council implementing California Government Code section 12900 et seq., indemnify, pay and hold harmless set forth in chapter 5 of division 4.1 of title 2 of the California Code of Regulations, are incorporated into this Section 9.3 may be unenforceable Agreement by reference and made a part of it as if set forth in whole or in part because they are violative full. The Construction Manager shall comply with applicable provisions of any law or public policythe Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. section 12101 et seq.), Company shall contribute which prohibits discrimination on the maximum portion that it is permitted to pay basis of disability, as well as with all applicable regulations and satisfy under applicable law guidelines issued pursuant to the payment ADA. Construction Manager must include the nondiscrimination/no harassment and satisfaction compliance provisions of this clause in any and all Indemnified Liabilities incurred subcontracts issued to perform Work under the Agreement. Construction Manager must not enter into any subcontract with any person or firm decertified from State contracts pursuant to Government Code section 12990. No more than one (1) final, unappealable finding of contempt of court by Indemnitees a federal court has been issued against the Construction Manager within the immediately preceding two (2) year period because of the Construction Manager’s failure to comply with an order of the National Labor Relations Board. DISABLED VETERAN BUSINESS ENTERPRISE PARTICIPATION This Project has a Disabled Veteran Business Enterprise (“DVBE”) participation goal of three percent (3%). The Construction Manager must document its DVBE compliance by completing the DVBE Participation Form set forth as Exhibit I. DRUG FREE WORKPLACE By signing the Agreement, the Construction Manager certifies, under penalty of perjury under the laws of the State of California, that the Construction Manager will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code section 8350 et seq.). No drugs, alcohol and/or smoking are allowed at any time in any buildings and/or grounds on Judicial Council property. No visitor or contractor is to use drugs on these sites. The Construction Manager’s indemnity obligations of the Agreement include the Construction Manager’s obligation to enforce and maintain a drug free workplace. UNION ORGANIZING Union Organizing. Construction Manager, by signing the Agreement, hereby acknowledges the applicability of Government Code section 16645 through section 16649 to the Agreement. Construction Manager will not assist, promote, or deter union organizing by employees performing work on a Judicial Council contract, including a public works contract. No Judicial Council funds received under the Agreement will be used to assist, promote, or deter union organizing. Construction Manager will not, for any business conducted under the Agreement, use any Judicial Council property to hold meetings with employees or supervisors, if the purpose of them. (b) To those meetings is to assist, promote or deter union organizing, unless the extent permitted by applicable lawJudicial Council property is equally available to the general public for holding meetings. If Construction Manager incurs costs, or makes expenditures to assist, promote or deter union organizing, Construction Manager will maintain records sufficient to show that no party hereto shall assertreimbursement from Judicial Council funds has been sought for these costs, 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 (as opposed that Construction Manager must provide those records 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx Attorney General upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorrequest.

Indemnity. (a) 5.1 In this paragraph 5, a reference to CHW shall also include the Methodist Church, and the provisions of this paragraph 5 shall be for the benefit of CHW and the Methodist Church and shall be enforceable by each such member of the Methodist Church in addition to CHW. 5.2 The Hirer shall indemnify CHW against all liabilities, costs, expenses, damages and losses suffered or incurred by CHW arising out of or in connection with: 5.2.1 the payment Hirer's breach or negligent performance or non-performance of expenses pursuant to Section 9.2its obligations under this Agreement; 5.2.2 any claim made against CHW for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Event; 5.2.3 any claim made against CHW by a third party arising out of or in connection with the provision of any services or the supply of any goods by the Hirer (or any employee, whether agent or not sub-contractor of the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation Hirer) to any Indemnitee hereunder with respect to person at the Event; 5.2.4 any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined claim made against CHW by a court third party for death, personal injury or damage to property arising out of competent jurisdiction or in a final non-appealable order of that Indemnitee. To connection with the Event, 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, Company shall contribute the maximum portion that it same is permitted to pay and satisfy under applicable law attributable to the payment and satisfaction acts or omissions of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable lawHirer, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, its employees, attorneys agents or agents, on any theory subcontractors; and 5.2.5 the cost of liability, for special, indirect, consequential or punitive damages (as opposed making good all damage 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, Space suffered 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, of the Hirer and all parties hereto hereby waivecosts of any reinstatement or repair which is required together with a daily fee of 150% of the Hire Fee whilst any repair or reinstatement takes place which means the Space, release and agree or any part of it, cannot be used commercially. This amount constitutes a genuine pre-estimate of CHW’s losses in such circumstances. 5.3 This indemnity shall not apply only to the extent that matters covered by paragraph 5.2 arise or are caused by CHW’s negligence or default. 5.4 If any third party makes a claim, or notifies an intention to make a claim, against CHW which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), CHW shall: 5.4.1 as soon as reasonably practicable, give written notice of the Claim to the Hirer, specifying the nature of the Claim; and 5.4.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Hirer (such consent not to xxx upon be unreasonably conditioned, withheld or delayed), provided that CHW may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Hirer, but without obtaining the Hirer’s consent) if CHW believes that failure to settle the Claim would be prejudicial to it in any material respect. 5.5 If a payment due from the Hirer under this paragraph 5 is subject to tax (whether by way of direct assessment or withholding at its source), CHW shall be entitled to receive from the Hirer such claim or any such damagesamounts as will ensure that the net receipt, whether or after tax, to CHW in respect of the payment is the same as it would have been were the payment not accrued and whether or not known or suspected subject to exist in its favortax.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated Seller hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party indemnify Buyer and each Agent, their Affiliates and their respective of its officers, partners, directors, trustees, employees and agents (each, an “IndemniteeIndemnified Parties”), ) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including reasonable attorneys fees and disbursements of outside counsel) or disbursements (all of the foregoing, collectively “Indemnified LiabilitiesAmounts”) which may at any time (including, IN ALL CASESwithout limitation, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company such time as this Agreement shall not no longer be in effect and the Transactions shall have any obligation to any Indemnitee hereunder with respect to been repaid in full) be imposed on or asserted against 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 Party in a final non-appealable order 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, Company 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 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 (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) way whatsoever arising out of, of or in connection with, as a result of, or in any way related relating to, this Agreement or any Credit Document Transactions thereunder or any agreement action taken or instrument contemplated hereby omitted to be taken by any Indemnified Party under or thereby in connection with any of the foregoing; provided, that Seller shall not be liable for Indemnified Amounts resulting from the gross negligence or referred willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to herein hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Loans relating to or thereinarising out of any violation or alleged violation of any Environmental Law, rule or regulation or any consumer credit laws, including without limitation ERISA, the transactions contemplated hereby 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 therebywillful misconduct. In any suit, proceeding or action brought by Buyer in connection with any Revolving Purchased Loan for any sum owing thereunder, or the use 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 attorneys’ fees of outside counsel), actual out-of-pocket loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the proceeds thereof account debtor or obligor thereunder, arising out of a breach by Seller of any act obligation thereunder or omission arising out of any other agreement, indebtedness or event occurring liability at any time owing to or in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any favor of such claim account debtor or any such damages, whether obligor or not accrued and whether or not known or suspected to exist in its favorsuccessors from Seller.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Collaborator will defend, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessWistar, each Affected Party the Principal Investigator, and each Agentany of Wistar’s trustees, their Affiliates and their respective officers, partners, directors, trusteesaffiliates, students and current and former employees and agents (each, an hereinafter referred to collectively as the “IndemniteeIndemnified Persons”), from and ) harmless 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 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 specialloss, indirectdamage, consequential claim or punitive damages expense (as opposed to direct or actual damagesincluding attorney’s fees) (whether or not collectively the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement“Indemnified Losses”) arising out of, of or in connection withwith this Agreement, as a result ofincluding without limitation, or in any way related to, Indemnified Losses resulting from Collaborator’s breach of this Agreement or any Credit Document use or other disposition by Collaborator, its employees, affiliates, contractors, vendors, licensees or agents of the results of the Collaborative Research, Research Results, or any agreement Inventions, Patents, materials or instrument contemplated hereby or thereby or referred products derived therefrom. Collaborator agrees to herein or therein, pay promptly to the transactions contemplated hereby or thereby, any Revolving Loan or Indemnified Persons the use amount of all Indemnified Losses to which the foregoing indemnity relates. The indemnification rights of the proceeds thereof Indemnified Persons contained herein are in addition to all rights which the Indemnified Persons may have at law or any act in equity or omission otherwise. (a) Wistar shall notify Collaborator upon learning of the institution or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon threatened institution of any such Indemnified Losses and at Collaborator’s request, Wistar shall cooperate with Collaborator in every proper way in the defense or settlement thereof at Collaborator's expense. Collaborator shall not dispose or settle any claim admitting liability on the part of Wistar, or grant any such damagesrights to the Wistar Background Intellectual Property, whether Confidential Information of Wistar, or not accrued and whether Wistar’s interest in the Research Results, Inventions or not known or suspected to exist in its favorPatents, without Wistar’s prior written consent.

Indemnity. (a) In addition The Warrantors hereby agree 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, pay jointly and severally indemnify and hold harmlessharmless the Purchaser, each Affected Party and each Agentsuch Purchaser’s respective employees, their Affiliates Affiliates, Associates, agents and their respective officersassigns (collectively, partners, directors, trustees, employees the “Indemnified Parties” and agents (each, an “IndemniteeIndemnified Party”), 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 not otherwise payable Indemnifiable Losses suffered by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company 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 lawIndemnified Parties, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliates, directors, employees, attorneys directly 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 withindirectly, as a result of, or based upon or arising from any inaccuracy in or breach or nonperformance of any way related toof the representations, warranties, covenants or agreements made by any Warrantors in or pursuant to this Agreement or any Credit Document of the other Transaction Documents. (b) Any Indemnified Party seeking indemnification with respect to any Indemnifiable Loss shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”), provided that such written notice shall only be given after the aggregated amounts of Indemnifiable Losses are greater than or equal to US$100,000, 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 the Purchaser (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 (the cash part only) paid by such Purchaser 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 agreement other future business that the Group Companies may be engaged in (such fraud or instrument contemplated hereby or thereby or referred criminal acts, “Disqualifying Event”). 39 Share Purchase Agreement (d) With respect to herein or thereinany Indemnifiable Loss suffered by the Purchaser as a result of the breach of any Group Company, the transactions contemplated hereby or therebyPrincipals 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 the Purchaser, within six (6) months after receiving a valid claim for indemnification raised by such Purchaser, the Principals shall, within one (1) month after the expiry of such six (6) months period, pay to such Purchaser by wire transfer in immediately available funds in U.S. dollars to the bank account as designated by such Purchaser, any Revolving Loan or shortfall in respect of such claim not paid by the use Group Companies. Notwithstanding the above, the aggregate indemnification liability of a Principal under the Transaction Documents with respect to the Purchaser (including all of their relevant Indemnified Parties) shall be limited to the amount (such amount, the “Principal Liability Cap”) equal to the fair market value of all the Ordinary Shares then held by such Principal in the Company (through his Principal Holding Company), multiplied by a fraction, the numerator of which is the number of Series C2 Preferred Shares then held by such Purchaser, and the denominator of which is the aggregate number of issued and outstanding Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares then held by all the holders of the proceeds thereof Series A Preferred Shares, Series A1 Preferred Shares, Series B1 Preferred Shares, Series B2 Preferred Shares, Series B3 Preferred Shares, Series C1 Preferred Shares and Series C2 Preferred Shares of the Company seeking indemnification (in each case, on an as-converted basis). (e) If any claim, demand or Liability is asserted by any act third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend in a diligent manner any actions or omission proceedings brought against the Indemnified Party in respect of matters covered by the indemnity under this Section 7.6. A judgment 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 event occurring in connection therewithproceeding against the Indemnified Party or is not allowed to control its defense, and all parties hereto judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party. (f) Each of the Warrantors hereby waiveacknowledges that, release and agree not to xxx upon regardless of any such claim investigation or any such damages, whether diligence made (or not accrued made) by or on behalf of any Indemnified Party, the Purchaser has entered into the Transaction Documents in express reliance upon the representations, warranties, covenants and whether other agreements made therein. (g) This Section 7.6 shall not be deemed to preclude or not known otherwise limit in any way the exercise of any other rights or suspected pursuit of other remedies for the breach of this Agreement or with respect to exist any misrepresentation. (h) The indemnity obligations of the Warrantors with respect to the Purchaser provided in its favorthis Section 7.6 shall remain effective until the earlier of (1) fifteen (15) months after the Series B1 Closing; and (2) the expiration of the lock-up period applicable to the Purchaser after the Company consummates the IPO.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Tenant shall indemnify, whether or not the transactions contemplated hereby shall be consummatedprotect, Company agrees to defend (subject by counsel reasonably acceptable to Indemnitees’ selection of counsel), indemnify, pay Landlord) and hold harmless, each Affected Party harmless Landlord and each Agent, their Affiliates and their respective officers, its partners, directors, trusteesofficers, employees employees, shareholders, lenders, agents, contractors and agents each of their successors and assigns (eachcollectively, an “Indemnitee”), "Landlord Indemnities") from and against any and all Indemnified Liabilitiesclaims, IN ALL CASESjudgments, WHETHER OR NOT CAUSED BY OR ARISINGcauses of action, IN WHOLE OR IN PARTdamages, OUT OF THE COMPARATIVEpenalties, CONTRIBUTORYcosts, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding liabilities, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the defense of any amounts not otherwise payable by Company under Section 2.16(b)(iiisuch claim or any action or proceeding brought thereon (collectively, "Claims"); provided, Company shall not have arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (i) any default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or (ii) Tenant's use of the Premises, the conduct of Tenant's business or any Indemnitee hereunder activity, work or things done, permitted or suffered by Tenant in or about the Premises, the Building, the Common Area or other portions of the Project, except for claims caused solely by Landlord's gross negligence or willful misconduct (such excluded Claims shall be referred to herein as "Landlord Caused Claims"), but specifically including Landlord's negligence (other than gross negligence). The obligations of Tenant under this Section 8.4 shall survive the termination of this Lease with respect to any claims or liability arising prior to such termination. Landlord hereby agrees to protect, defend and indemnify and hold harmless Tenant and Tenant's partners, officers, directors, shareholders, agents and employees (collectively, "Tenant Indemnitees") against and save the Tenant Indemnified Liabilities Parties harmless from any such Landlord Caused Claims, but only to the extent the Landlord Caused Claims have not otherwise been waived by Tenant pursuant to Section 8.5 below, and are not covered by Tenant's insurance maintained pursuant to this Section 8 (and would not have been covered by such Indemnified Liabilities arise from insurance had Tenant obtained the gross negligencesame as required in this Section 8). Notwithstanding anything to the contrary contained in this Lease, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To including the extent that the undertakings to defend, indemnify, pay and hold harmless indemnities set forth in this Section 9.3 may 8.4, nothing in this Lease (including this Section 8) shall impose any obligations on Tenant or Landlord to be unenforceable in whole responsible 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 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 assertliable for, and each hereby releases the other from, all parties hereto hereby waiveliability for consequential damages, including, without limitation, in the case of Tenant, any claim relating to any interruption of or interference with the conduct of Tenant's business. If any action or proceeding is brought against the indemnified party for any other parties and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed Claim against which the indemnifying party is obligated to direct or actual damages) (whether or not indemnify 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 thereinindemnified party hereunder, the transactions contemplated hereby indemnifying party upon notice from the indemnified party shall defend such action or thereby, any Revolving Loan or proceeding at the use of indemnifying party's sole expense by counsel reasonably acceptable to the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorindemnified party.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.210.2, whether or not the transactions contemplated hereby shall be consummated, Company each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and their respective officers, partners, directors, trustees, employees employees, representatives and agents of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)AGENT; provided, Company no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence, bad faith negligence or willful misconduct, misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final non-appealable order of that Indemniteefinal, nonappealable order. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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 party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties 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 Revolving Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to and without limiting any other protection of the payment of expenses pursuant Collateral Trustee hereunder or otherwise by law, the Obligors jointly and severally agree to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay and hold harmlessharmless the Collateral Trustee, each Affected Party Priority Debt Representative, each Secured Debtholder and each Agent, of their respective Affiliates and their respective each and all of the directors, officers, partners, directors, trustees, employees employees, attorneys and agents agents, and (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”), ) from and against any and all Indemnified LiabilitiesLiabilities whether groundless or otherwise, IN ALL CASEShowsoever arising from or out of any act, 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 not otherwise payable by Company under Section 2.16(b)(iii)omission or error of the Collateral Trustee in connection with its acting as Collateral Trustee hereunder; provided, Company shall not have any obligation no Indemnitee will be entitled to any Indemnitee indemnification hereunder with respect to any Indemnified Liabilities Liability to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined Liability is found by a final and non-appealable decision of a court of competent jurisdiction in a final non-appealable order to have resulted from the gross negligence or wilful misconduct of that such Indemnitee. . (b) All amounts due under this Section 10.11 will be payable upon demand. (c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 10.11(a) may be unenforceable in whole or in part because they are violative of any law or public policy, Company shall each of the Obligors 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. (bd) To the extent permitted by applicable law, no party hereto shall No Obligor will ever assert, and all parties hereto each of them hereby waivewaives, any claim against any other parties and their respective Affiliates, directors, employees, attorneys or agentsIndemnitee, on any theory of liability, for any lost profits or special, indirect, indirect or consequential damages or (to the fullest extent a claim for punitive damages (as opposed to direct or actual damagesmay lawfully be waived) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) punitive damages arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Credit other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or thereby or referred relating in any respect to herein or thereinany Indemnified Liability, the transactions contemplated hereby or thereby, any Revolving Loan or the use and each of the proceeds thereof or any act or omission or event occurring in connection therewithObligors hereby forever waives, releases and all parties hereto hereby waive, release and agree agrees not to xxx upon any such claim or 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 favorfavour. (e) The agreements in this Section 10.11 will survive repayment of all other Priority Lien Obligations, the termination of this Agreement and the removal or resignation of the Collateral Trustee or the Priority Debt Representatives. (f) To the extent the Collateral Trustee is not fully indemnified pursuant to Section 10.11(a), each Secured Debtholder shall, severally but not jointly based on its percentage share of the aggregate Priority Lien Obligations at the applicable time, indemnify the Collateral Trustee and its directors, officers, partners, trustees, employees, attorneys and agents and their respective heirs, representatives, successors and assigns from and against any Indemnified Liabilities against them whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Collateral Trustee in connection with its acting as Collateral Trustee hereunder; provided that each Secured Debtholder shall not be required to indemnify the Collateral Trustee to the extent that such Indemnified Liability results from the gross negligence or wilful misconduct of the Collateral Trustee as determined by a final and non-appealable decision of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, except as set forth in the preceding sentence, any indemnity contained in this Agreement shall apply regardless of the negligence (whether such negligence is sole, joint, concurrent, active or passive) other than gross negligence of the Collateral Trustee, and regardless of any pre-existing condition or defect or any form of strict liability. If and to the extent that the foregoing undertaking may be unenforceable for any reason, subject to the same limitations as set forth above, each Secured Debtholder hereby agrees to make the maximum contribution to the payment and satisfaction of each of the such Indemnified Liabilities which is permissible under applicable law.

Indemnity. Indemnitors, jointly and severally, do hereby covenant and agree with the Indemnitee: (ai) In addition to fully protect, defend and save 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, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), Indemnitee harmless from and against any and all Indemnified Liabilitiesliabilities, 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 not judgments and damages incurred by Indemnitee as a result of claims asserted against Indemnitee by the Plaintiff in the Lawsuit or otherwise payable in connection with the matters asserted by Company under Section 2.16(b)(iiithe Plaintiff in the Lawsuit (“Claims”); providedand (ii) to provide for the defense, Company shall not at Indemnitors’ expense, on behalf of and for the protection of Indemnitee against any loss or damage arising from the Claims (but without prejudice to the right of the Indemnitee to defend at its own expense if it so elects) in any and all litigation consisting of actions or proceedings based on the Claims which may be asserted or attempted to be asserted, established or enforced in, to, upon, against or in respect to Indemnitee. Nothwithstanding any provision herein to the contrary, no compromise or settlement of such Claims may be effected by the Indemnitors without the written consent of the Indemnittee unless the Indemnitee will have any obligation to any Indemnitee hereunder no liability with respect to such compromise or settlement and there will be no adverse effect on the rights of Indemnitee or any Indemnified Liabilities payments to be received or due to Indemnitee under the terms of that certain Revenue Payment Agreement dated April 18, 2007 between Nami Resources Company L.L.C. and Trust Energy Company, LLC (a copy of which is attached hereto as Exhibit A). Indemnitors agree to keep Indemnitees apprised of all proposed settlement offers or compromises and all material developments in the proceedings related 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. 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, Company 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 themClaims. (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 (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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition The Company shall, subject and pursuant to the payment provisions of the Companies Law, indemnify an “Office Holder” of the Company (as such term is defined in the Companies Law) for all liabilities and expenses 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 which is indemnifiable pursuant to Section 9.2the Companies Law, whether or not to the transactions contemplated hereby shall be consummatedmaximum extent permitted by law. The Company may indemnify an Office Holder post-factum and may also undertake to indemnify an Office Holder in advance, Company agrees to defend (subject to Indemnitees’ selection of counsel)provided that, indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order 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, Company shall contribute the maximum portion that it is permitted to pay and satisfy required under applicable law law, such undertaking is limited to types of occurrences which, in the payment opinion of the Board of Directors are, at the time of the undertaking, foreseeable and satisfaction to an amount of all Indemnified Liabilities incurred by Indemnitees or any the Board of themDirectors has determined is reasonable in the circumstances. (b) To The Company shall, subject and 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 applicable law. (c) The Company may, subject to the provisions of the Companies Law, procure insurance for or indemnify any person who is not an Office Holder including, 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, no party hereto shall assertexempt and release an Office Holder, including in advance, from all or part of his or her liability for monetary or other damages due to, arising or resulting from, a breach of his or her duty of care to the Company. The Directors of the Company are released and exempt from all parties hereto hereby waiveliability as aforesaid to the maximum extent permitted by law with respect to any such breach, any claim against any other parties which has been or may be committed. This amendment (the “Amendment”) dated March 22, 2006, to the Shareholders Rights Agreement (the “SRA”) dated September 13, 2005, by and their respective Affiliatesamong Negevtech Ltd. (the “Company”), directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages the Founders (as opposed to direct or actual damages) (whether or not defined in 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 thereinSRA), the transactions contemplated hereby or therebyPrior Investors (as defined in the SRA), any Revolving Loan or the use of New Investors (as defined in the proceeds thereof or any act or omission or event occurring in connection therewithSRA) and Wellington Partners Ventures III Technology Fund, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorL.P. (“Wellington”).

Indemnity. (aLandlord or Tenant, as applicable, is referred to in this Article 40 as “Indemnitor”) In addition with respect to each such party’s obligations under Sections 40.1 and 40.2 below. 40.1 Except for the payment negligence or willful misconduct of expenses pursuant to Section 9.2Landlord or Landlord’s employees, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partnersprincipals, directorscontractors, trusteesproperty managers, employees and agents (eachcollectively, an “IndemniteeLandlord’s Indemnitees”), 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 to the extent not otherwise payable prohibited by Company under Section 2.16(b)(iii); providedlaw, Company Tenant agrees to hold Landlord and the other Landlord Indemnitees harmless and to indemnify each of them against claims and liabilities, including reasonable attorneys’ fees, for injuries to all persons and damage to or theft or misappropriation or loss of property occurring in or about the Demised Premises to the extent arising from Tenant’s occupancy of the Demised Premises or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Demised Premises or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease. Notwithstanding the foregoing sentence, (i) Tenant shall not have only be liable for the cost of any obligation damage to any Indemnitee hereunder with respect to any Indemnified Liabilities or theft or misappropriation or loss of property to the extent such Indemnified Liabilities arise from cost is in excess of amounts, if any, recoverable under any property insurance policy carried or required to be carried by Landlord hereunder, and (ii) Tenant shall not be required to indemnify any Landlord Indemnitee to the gross negligence, bad faith extent of any loss caused by such Landlord Indemnitee’s negligence or willful misconduct. 40.2 Except for the negligence or willful misconduct of Tenant or Tenant’s employees, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To officers, principals, contractors, and agents (collectively, “Tenant Indemnitees,” and together with Landlord Indemnitees, “Indemnitees”), and to the extent that not otherwise prohibited by law, Landlord agrees to hold Tenant and the undertakings Tenant Indemnitees harmless and to defendindemnify each of them against claims and liabilities, indemnifyincluding reasonable attorneys’ fees, pay for injuries to all persons and hold harmless set forth damage to or theft or misappropriation or loss of property occurring in or about the Development (other than in or about the Demised Premises) to the extent arising from Landlord’s or any other Landlord Indemnitee’s negligent or willful act in or about the Development, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease. Notwithstanding the foregoing sentence, (i) Landlord shall only be liable for the cost of any damage to or theft or misappropriation or loss of property to the extent such cost is in excess of amounts, if any, recovered under any property insurance policy carried or required to be carried by Tenant hereunder, and (ii) Landlord shall not be required to indemnify any Tenant Indemnitees to the extent of any loss caused by such Tenant Indemnitees’ negligence or willful misconduct. 40.3 If any claim, action or proceeding is made or brought against any Indemnitee, then upon demand by an Indemnitee, Indemnitor, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name (if necessary), by attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed (attorneys for Indemnitor’s insurer shall be deemed approved for purposes of this Section 9.3 40.3). Notwithstanding the foregoing, an Indemnitee may be unenforceable retain its own attorneys to participate or assist in whole defending any claim, action or proceeding involving potential liability in part because they are violative excess of any law the amount available under Indemnitor’s liability insurance carried under Articles 14 or public policy15 for such claim and Indemnitor shall pay the reasonable fees and disbursements of such attorneys. If Indemnitor fails to diligently defend or if there is a legal conflict or other conflict of interest, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law then Indemnitee may retain separate counsel at Indemnitee’s expense. Notwithstanding anything herein contained to the contrary, Indemnitor may direct the Indemnitee to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the Indemnitee other than the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. money, (b) To any payments to be made pursuant to such settlement shall be paid in full exclusively by Indemnitor at the extent permitted by applicable lawtime such settlement is reached, no party hereto (c) such settlement shall assertnot require the Indemnitee to admit any liability, and all parties hereto hereby waive, any claim against any (d) the Indemnitee shall have received an unconditional release from the other parties and their respective Affiliatesto such claim, directors, employees, attorneys suit 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorother proceeding.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby The Xxxxx Company shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)protect, indemnify, pay defend and hold harmlessharmless Xxxxx R&M, and Xxxxx R&M shall protect, indemnify, defend and hold harmless the Xxxxx Company and the Financing Parties, together with in each Affected Party and each Agent, their Affiliates and their case the respective officers, partners, indemnitee's directors, trusteesofficers, employees and agents (each, an “Indemnitee”), including but not limited to affiliates and their employees) from and against all liabilities, damages, losses, penalties, claims, judgments, awards, costs, expenses (including reasonable legal fees and any fines or assessments charged against it), demands, suits and all Indemnified Liabilitiesproceedings of any nature whatsoever for death, 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 injury or property damage that arise out of or are in any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company shall not have any obligation to any Indemnitee hereunder manner connected with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth party in its performance of 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 satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themProduct Purchase Agreement. (b) To Each party's obligations with respect to claims and suits covered by this Section are subject 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 conditions that (i) the indemnitee gives the indemnitor reasonably prompt notice 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or suit, (ii) the indemnitee cooperates in the defense of any such damagesclaim 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, whether provided that indemnitor -------- shall confirm in writing its obligation to indemnify the indemnitee with respect to all costs and expenses with respect to such claim or not accrued 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 settlement if the claimed relief is non-monetary in nature. (c) The Xxxxx Company hereby agrees that, notwithstanding any provision in this Product Purchase Agreement to the contrary, with respect to any loss that is or would be covered by the policies of insurance specified in Section 5.13 of the Services and whether or not known or suspected Supply Agreement, Xxxxx R&M shall first seek to exist in its favorrecover insurance proceeds under such policies, through submission of a claim and exercise of good faith efforts over the ensuing sixty (60) day period toward recovery of damages under this Product Purchase Agreement.

Indemnity. 42.1 Every Indemnified Person shall, in the absence of his own dishonesty, wilful default or fraud, be indemnified and held harmless out of the assets of the Company against all liabilities, loss, damage, cost or expense (a) In addition including but not limited to the payment of expenses pursuant to Section 9.2liabilities under contract, whether tort and statute or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee”), from and against any applicable foreign law or regulation and all Indemnified Liabilitiesreasonable legal and other costs and expenses on a full indemnity basis properly payable) incurred or suffered by him by or by reason of any act done, 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 not otherwise payable by Company under Section 2.16(b)(iii); provided, Company conceived in or omitted in the conduct of the Company’s business or in the discharge of his duties and the indemnity contained in this Article shall not have any obligation to any Indemnitee hereunder with respect extend to any Indemnified Liabilities Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election. 42.2 No Indemnified Person shall be liable to the extent such Company for acts, defaults or omissions of any other Indemnified Liabilities arise Person. 42.3 Every Indemnified Person shall be indemnified out of the funds of the Company against all liabilities incurred by him by or by reason of any act done, conceived in or omitted in the conduct of the Company’s business or in the discharge of his duties in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application in which relief from liability is granted to him by 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. court. 42.4 To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Articles in respect of amounts paid or discharged by him, the undertakings relative indemnity shall take effect as an obligation of the Company to defendreimburse the person making such payment or effecting such discharge. 42.5 Each Member and the Company agree to waive any claim or right of action he or it may at any time have, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole whether individually or by or in part because they are violative the right of any law or public policythe Company, Company 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 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, Indemnified Person on any theory account 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 Revolving Loan or the use of the proceeds thereof or any act or omission of such Indemnified Person in the performance of his duties for the Company; provided however, that such waiver shall not apply to any claims or event occurring rights of action arising out of the dishonesty, wilful neglect, wilful default or fraud of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally entitled. 42.6 Expenses incurred in connection therewithdefending any civil or criminal action or proceeding for which indemnification is required pursuant to these Articles shall be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified pursuant to these Articles. Each Member of the Company shall be deemed to have acknowledged and agreed that the advances of funds may be made by the Company as aforesaid, and all parties hereto hereby waive, release and agree not when made by the Company under this Article are made to xxx upon any meet expenditures incurred for the purpose of enabling such claim Indemnified Person to properly perform his or any such damages, whether or not accrued and whether or not known or suspected her duties to exist in its favorthe Company.

Indemnity. Tenant agrees to and shall indemnify, defend and hold Landlord and its officers, directors, partners 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) In addition to the payment use and/or occupancy of expenses pursuant to Section 9.2the Premises by Tenant and/or Tenant’s agents, whether licensees, subtenants, assignees, employees, contractors or not the transactions contemplated hereby shall be consummatedinvitees, Company agrees to defend (subject to Indemnitees’ selection of counsel)b) any work, indemnifyactivity or other thing allowed or suffered by Tenant or Tenant’s agents, pay and hold harmlesslicensees, each Affected Party and each Agentsubtenants, their Affiliates and their respective officers, partners, directors, trusteesassignees, employees and agents or contractors to be done in or about the Premises, ,and/or (eachc) the negligence, an “Indemnitee”)fraud or willful misconduct of Tenant or Tenant’s agents, from and against any and all Indemnified Liabilitieslicensees, IN ALL CASESsubtenants, WHETHER OR NOT CAUSED BY OR ARISINGassignees, IN WHOLE OR IN PARTemployees, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii)contractors or invitees on or about the Premises or Complex; provided, Company however the terms of the foregoing indemnity shall not have any obligation apply to any Indemnitee hereunder with respect to any Indemnified Liabilities (i) Claims to the extent such Indemnified Liabilities arise caused by or resulting from the gross negligence, bad faith fraud or willful misconductmisconduct of Landlord, as determined and/or Landlord’s employees, agents, or contractors and not insured or required to be insured by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To Tenant under this Lease (collectively, the “Excluded Claims”), (ii) Claims pertaining to loss or damage to Landlord’s property to the extent that the undertakings Landlord waived such loss or damage pursuant to defendSection 17.2 above, and (iii) any lost profits, loss of business or other Consequential Damages (as defined below). In addition, Landlord shall indemnify, pay defend and hold Tenant harmless set forth in this Section 9.3 may be unenforceable in whole from and against any such Excluded Claims except for (A) any such Excluded Claims pertaining to loss or in part because they are violative of any law or public policy, Company shall contribute the maximum portion that it is permitted damage to pay and satisfy under applicable law Tenant’s property to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees extent Tenant waived such loss or any of them. (b) To the extent permitted by applicable law, no party hereto shall assertdamage pursuant to Section 17.2 above, and all parties hereto hereby waive(B) any lost profits, any claim against any loss of business or other parties 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorConsequential Damages.

Indemnity. (ai) In addition to the payment of expenses pursuant to Section 9.2Each Warrantor (each, whether or not the transactions contemplated an “Indemnitor”) hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay jointly and severally indemnify and hold harmlessharmless each of the Investors, each Affected Party and each Agent, their Affiliates and their respective officers, partners, of the Investors’ directors, trusteesemployees, employees Affiliates, agents, permitted assigns and agents transferees (each, an “Indemnitee”), from and against any and all Indemnified LiabilitiesIndemnifiable Losses directly or indirectly incurred or suffered by such Indemnitee as a result of, IN ALL CASESor based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, WHETHER OR NOT CAUSED BY OR ARISINGwarranties, IN WHOLE OR IN PARTcovenants or agreements by a Warrantor in this Agreement, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under other Transaction Document or any certificate delivered pursuant to this Agreement (including the closing certificate delivered pursuant to Section 2.16(b)(iii5.8); provided, Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings Warrantors shall have a thirty (30) day period to defendcure any such inaccuracy or breach or nonperformance upon their receipt of a notice of such inaccuracy or breach or nonperformance from any Indemnitee. (ii) Without limiting the generality of the foregoing, indemnifyeach of the Warrantors shall, pay jointly and severally, indemnify and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of each Indemnitee from and against any law or public policy, Company 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 party hereto shall assert, and all parties hereto hereby waiveIndemnifiable Losses incurred or suffered by such Indemnitee, any claim against any other parties and their respective Affiliates, directors, employees, attorneys directly 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 withindirectly, as a result of, or based upon or arising from (a) any Action in connection with any way related tofailure to pay social insurance contribution or housing funds by any Group Company; (b) any dispute or infringement claim in connection with the ownership or use of any Company IP, provided that such dispute or infringement claim is caused by a Warrantor’s willful misconduct or gross negligence; and (c) any Tax Liability of any Group Company accrued before the Closing, and such indemnification set forth in the foregoing clauses (a) to (c) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Warrantors or Investors have any actual or constructive knowledge with respect thereto. (iii) Notwithstanding any other provision contained herein, (a) except for those Indemnifiable Losses resulting from fraud or willful misconduct or gross misconduct of any Warrantor, the aggregate amount of the Indemnifiable Losses indemnified by the Warrantors to each Indemnitee shall not exceed the aggregate amount of the Purchase Price paid by such Indemnitee to the Company or the Holding Companies, as the case may be, for the subscription or purchase of the relevant Purchased Shares by such Indemnitee, and (b) an Indemnitor shall not have liability to any Indemnitee unless the aggregate amount of Indemnifiable Losses incurred by such Indemnitee exceeds US$100,000, and, in such event, such Indemnitor shall be required to indemnify the entire amount of all such Indemnifiable Losses to such Indemnitee. (iv) The rights of an Indemnitee to indemnification or any other remedy under this Agreement shall not be impacted or limited by any Credit Document knowledge that such Indemnitee may have acquired, or could have acquired, whether before or after the Closing Date, nor by any agreement investigation or instrument contemplated diligence by such Indemnitee. The Warrantors hereby acknowledge that, regardless of any investigation or thereby diligence made (or referred to herein not made) by or thereinon behalf of each Investor, the transactions contemplated hereby or thereby, any Revolving Loan or the use and regardless of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon results of any such claim investigation or any such damagesdiligence, whether or not accrued each Investor has entered into this Agreement and whether or not known or suspected to exist the other Transaction Documents in its favorexpress reliance upon the representations and warranties of the Warrantors made herein and therein.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2Lessee shall defend, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay indemnify and hold harmlessharmless Lessor and its employees, each Affected Party and each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees partners and agents (each, an “Indemnitee”), against and from and against any and all Indemnified Liabilitieslosses, IN ALL CASESdamages, WHETHER OR NOT CAUSED BY OR ARISINGclaims, IN WHOLE OR IN PARTliabilities, OUT OF THE COMPARATIVEdemands, CONTRIBUTORYfines, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding suits, actions, proceedings, orders, decrees and judgments (collectively, “Losses”) of any amounts not otherwise payable kind or nature by, or in favor of, anyone whomsoever, and against and from any and all costs, damages and expenses, including attorneys’ fees, resulting from, or in connection with (i) loss of life, bodily or personal injury or property damage arising, directly or indirectly, out of, or from, or on account of any accident or other occurrence in, upon or from Lessee’s occupancy of the Properties during the Term hereof (including any holdover periods by Company under Section 2.16(b)(iiiLessee); provided(ii) a breach by Lessee of this Sublease or any Prime Lease (following the expiration of applicable notice and cure periods), Company shall not have except and to the extent any obligation to breach by Lessee of a Prime Lease results solely from Lessor’s breach of such Prime Lease; or (iii) the use and occupancy of the Properties or any Indemnitee hereunder with respect to any Indemnified Liabilities construction, repair, alterations or improvements therein or appurtenances thereto by or on behalf of Lessee or anyone holding by, through or under Lessee or its employees, agents or invitees, and except as otherwise provided in subsection (b) below, except and only to the extent such Indemnified Liabilities arise Losses result from the gross negligence, bad faith negligence or willful misconductmisconduct of Lessor, as determined its employees, agents, or invitees. Lessee agrees that Losses shall include any damages, costs and expenses incurred or suffered by a court of competent jurisdiction in a final non-appealable order 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 Lessor which are violative caused by Lessee’s holdover of any law or public policy, Company shall contribute Property beyond the maximum portion that it is permitted Term of this Sublease with respect to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themsuch Property. (b) To the extent permitted by applicable lawLessor shall defend, no party hereto shall assertindemnify and hold harmless Lessee and its employees, and all parties hereto hereby waive, any claim against any other parties and their respective Affiliatesofficers, directors, employeespartners and agents against and from any and all Losses of any kind or nature by, attorneys or agentsin favor of, on anyone whomsoever, and against and from any theory and all costs, damages and expenses, including attorneys’ fees, resulting from, or in connection with (i) loss of liabilitylife, for specialbodily or personal injury or property damage arising, indirectdirectly or indirectly, 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 ofor from, or in on account of any way related toaccident or other occurrence in, upon or from the Properties during the Term hereof; (ii) a breach by Lessor of this Agreement Sublease or any Credit Document Prime Lease (following the expiration of applicable notice and cure periods), except and to the extent any breach by Lessor of a Prime Lease results solely from Lessee’s breach of such Prime Lease or this Sublease; or (iii) the use and occupancy of the Properties or any agreement construction, repair, alterations or instrument contemplated hereby improvements therein or thereby appurtenances thereto by or referred on behalf of Lessor, and, with respect to herein subsections (b)(i) and (b)(iii) (but not subsection (b)(ii)), only to the extent such Losses result from the gross negligence or thereinwillful misconduct of Lessor, the transactions contemplated hereby its employees, agents, or thereby, any Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorinvitees.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2The Pledgor hereby indemnifies, whether or not the transactions contemplated hereby shall be consummatedholds harmless, Company and agrees to defend (subject to Indemnitees’ selection of counsel)the Trustee, indemnifythe Securities Intermediary, pay and hold harmless, each Affected Party and each Agent, their Affiliates and of their respective directors, officers, partnersemployees, directorsattorneys, trustees, employees and agents (each, an “IndemniteeIndemnified Person”), ) from and against any and all claims, actions, obligations, liabilities and expenses, including reasonable defense costs, reasonable investigative fees and costs and reasonable legal fees and expenses and damages, arising from the performance by the Trustee and the Securities Intermediary of their respective obligations under this Security Agreement. The Pledgor shall, upon demand by any Indemnified LiabilitiesPerson, IN ALL CASESpromptly pay or reimburse that Indemnified Person for all such expenses, WHETHER OR NOT CAUSED BY OR ARISINGcosts, IN WHOLE OR IN PARTfees and damages. Notwithstanding the foregoing, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable by Company under Section 2.16(b)(iii); provided, Company the Pledgor (i) shall not have any obligation be obligated to any Indemnitee hereunder with respect to indemnify any Indemnified Liabilities Person from any claim, action, obligation, liability or expense against or incurred by that Indemnified Person that is judicially determined (the determination having become final) to be directly attributable to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order misconduct of that Indemnitee. To Indemnified Person, and (ii) shall, upon that final judicial determination, be entitled to recover from that Indemnified Person all amounts therefore paid hereunder, provided that before any such judicial determination becomes final, the extent that the undertakings to defend, indemnify, Pledgor must promptly pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of all amounts demanded by any law or public policy, Company 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 themPerson. (b) To the extent permitted by applicable law, no party hereto shall assertIn addition, and all parties hereto hereby waivewithout limiting the provisions of the foregoing Section 12(a), if the Trustee is required to take 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 (as opposed action hereunder to direct or actual damages) (whether or not enforce its rights with respect to 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 thereinPledged Collateral, the transactions contemplated hereby or thereby, any Revolving Loan or the use Trustee’s rights and duties shall be as set forth in Article VII of the proceeds thereof or any act or omission or event occurring in connection therewithIndenture, and the Trustee shall be entitled to the benefit of the indemnity and compensation provisions and all parties hereto hereby waive, release other protections and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorexculpatory provisions therein.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.211.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees the Credit Parties agree jointly and severally to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Affected Party Agent and each AgentLender, their Affiliates and each of their respective officers, directors, partners, directorsshareholders, trustees, employees controlling persons, employees, agents, advisors, attorneys and agents representatives and successors and assigns (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 not otherwise payable by Company under Section 2.16(b)(iii)AGENT; provided, Company that no Credit Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent that such Indemnified Liabilities arise from (i) the gross negligence, bad faith fraud or willful misconductmisconduct of such Indemnitee or (ii) any disputes arising solely between and among Indemnitees, in each case, as determined by a court of competent jurisdiction in a final non-appealable final, nonappealable order other than (x) claims against an Indemnitee in its capacity as Agent and (y) claims arising out of that Indemniteeany act or omission of the Credit Parties or their Affiliates. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 11.3 may be unenforceable in whole or in part because they are violative of any law or public policy, Company 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) If any Indemnitee shall receive an indemnification payment in respect of any Indemnified Liability pursuant to Section 11.3(a) and such Indemnified Liability is determined by a court of competent jurisdiction in a final, nonappealable order to have resulted from the gross negligence, fraud or willful misconduct of such Indemnitee or any of its Affiliates or any of its or its Affiliates’ respective officers, directors, partners, shareholders, trustees, controlling persons, employees, agents, advisors, attorneys and representatives, then such Indemnitee shall refund the amount received by it in respect of such indemnification in excess of that amount to which it is entitled under the terms of Section 11.3(a). (c) To the extent permitted by applicable law, no party hereto Credit Party shall assert, and all parties hereto each Credit Party hereby waivewaives, any claim against any other parties Lenders, Agent and their respective Affiliates, and their or their Affiliates’ officers, directors, partners, shareholders, trustees, controlling persons, employees, agents, advisors, attorneys or agentsand 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, 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 Revolving Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto each Credit Party hereby waivewaives, release releases and agree agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Indemnity. (a) In addition to the payment The Trust, on behalf of expenses pursuant to Section 9.2each Fund, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay defend and hold harmless, each Affected Party harmless the Administrator and each Agent, their Affiliates and its affiliates (including their respective officers, partnersdirectors and employees) from all taxes, directorscharges, trusteesexpenses, employees assessments, claims and agents liabilities (eachincluding, an “Indemnitee”)without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under any securities laws or blue sky laws) arising directly or indirectly 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 not otherwise payable action or omission to act taken or omitted by Company under Section 2.16(b)(iii)or on behalf of the Administrator (i) in connection with the provision of services hereunder; or (ii) at the request or on the direction of or in reasonable reliance on the advice of the Trust on behalf of the applicable Fund; provided, Company shall that in each case in which indemnification is sought the Administrator has not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities acted contrary to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, as determined by a court standard of competent jurisdiction in a final non-appealable order of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless care set forth in Section 10 of this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policyAgreement and provided, Company shall contribute further, that 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 Administrator or any of themits affiliates shall not be indemnified against any liability (or any expenses incident to such liability) arising out of its (or its affiliates’) own willful misfeasance, bad faith, negligence or breach of this Agreement on its part in the performance of its duties under this Agreement. (b) To The Administrator agrees to indemnify, defend and hold harmless the extent permitted by applicable lawTrust, no party hereto shall assert, and all parties hereto hereby waive, any claim against any other parties each Fund and their respective Affiliatesaffiliates, directorsincluding the Trust’s officers, directors and employees, attorneys from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under any securities laws 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 requirementblue sky laws) arising directly or indirectly out ofof the Administrator’s willful misfeasance, in connection withbad faith, as a result of, negligence or in any way related to, breach of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, on its part in the transactions contemplated hereby or thereby, any Revolving Loan or the use performance of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorduties under this Agreement. (c) The provisions of this Section 9 shall survive termination of this Agreement.

Indemnity. (a) In addition HGP and HGP LP jointly and severally agree 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, pay defend, protect and hold harmless, each Affected Party Prime Retail and Prime LP and each Agent, their Affiliates and of the their respective officers, partnersdirectors and affiliates (collectively, directors, trustees, employees and agents (each, an “Indemnitee”), the "Indemnified Parties") harmless from and against against, and to pay within ten (10) days after demand, any and all claims, damages, losses, liabilities, judgments, costs and expenses of any kind or nature whatsoever which the Indemnified LiabilitiesParties may incur or suffer by reason of, IN ALL CASESin connection with, WHETHER OR NOT CAUSED BY OR ARISINGor by virtue of any breach or violation of this Agreement by HGP or HGP LP or by reason of the execution, IN WHOLE OR IN PARTdelivery or performance of, OUT OF THE COMPARATIVEthis Agreement, CONTRIBUTORYthe Guaranty or any other credit enhancement relating to the Loan Documents, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding the First of America Loan Documents, or the LaSalle Loan Documents or the ULICO Loan Documents including, without limitation, the reasonable fees and expenses of counsel for the Indemnified Parties with respect thereto. Promptly after receipt by the Indemnified Parties of notice of the commencement, or threatened commencement, of any amounts not otherwise payable by Company under Section 2.16(b)(iii); action subject to the indemnities contained in this Section, the Indemnified Parties shall promptly notify HGP thereof, provided, Company shall however, that the failure of any Indemnified Party so to notify HGP will not have any affect the obligation of HGP and HGP LP to any Indemnitee hereunder indemnify the Indemnified Parties with respect to such actions or any Indemnified Liabilities other action pursuant to this Section except to the extent such Indemnified Liabilities arise from obligation shall have been incurred solely and as a direct consequence of such failure. The obligations of HGP and HGP LP under this Section shall survive forever, regardless of the gross negligence, bad faith termination of this Agreement or willful misconduct, as determined by a court the payment in full of competent jurisdiction in a final non-appealable order all of that IndemniteeHGP and HGP LP's obligations hereunder. To the extent that the undertakings undertaking to indemnify, defend, indemnify, pay protect and hold harmless set forth in this Section 9.3 herein may be unenforceable in whole or in part because they are as violative of any law or public policy, Company shall contribute HGP and HGP LP agree to pay the maximum portion that it which is permitted to pay and satisfy be paid under applicable law law. Any amounts unpaid following demand pursuant to this Section shall accrue interest at a rate of 12% per annum. Notwithstanding 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 (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 offoregoing, in connection withthe event the Chief Financial Officer of HGP shall deliver a written notice (the "Deferral Notice") to Prime LP affirming that neither HGP nor HGP LP have the liquidity or financial resources to satisfy any demand for indemnity arising pursuant to this Section 7.1 on or prior to September 15, 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 therein1998, the transactions contemplated hereby obligation to satisfy such demand shall be deferred to a date not later than December 31, 1998; provided that any obligation or thereby, any Revolving Loan or obligations so deferred shell continue to accrue interest at the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorrate indicated above.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated CUBIST hereby shall be consummated, Company agrees to defend (subject to Indemnitees’ selection of counsel)defend, indemnify, pay hold harmless and hold harmless, each Affected Party indemnify XTL and each Agent, their Affiliates and their respective officers, partnersits agents, directors, trustees, officers and employees and agents (each, an the “IndemniteeXTL Indemnitees”), ) from and against any and all Indemnified Liabilitiessuits, IN ALL CASESclaims, WHETHER OR NOT CAUSED BY OR ARISINGactions, IN WHOLE OR IN PARTdemands, OUT OF THE COMPARATIVEliabilities, CONTRIBUTORYexpenses and/or losses, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE excluding any amounts not otherwise payable including, without limitation, reasonable legal expenses and attorneys’ fees (collectively “Losses”) resulting directly or indirectly from a claim of a Third Party with respect to: (i) the manufacture, handling, storage, use, promotion, sale, offer for sale, distribution, importation or exportation of Products by Company or on behalf of CUBIST or its Sublicensees (other than by XTL or other than such Losses that result from claims arising out of an XTL indemnification obligation under Section 2.16(b)(iii11.3(b)), (ii) a material breach of any of the provisions of this Agreement by CUBIST or any of its agents or employees; providedor (iii) the negligence, Company recklessness, or willful misconduct by CUBIST or any of its agents or employees in the performance of any obligations of CUBIST under this Agreement. The foregoing indemnification obligations will not apply in the event and to the extent that such Losses arose as a result of any XTL Indemnitee’s negligence, willful misconduct, or breach of this Agreement. (b) XTL hereby agrees to defend, hold harmless and indemnify CUBIST and its agents, directors, officers, employees, Sublicensees and distributors (the “CUBIST Indemnitees”) from and against any and all Losses resulting directly or indirectly from a claim of a Third Party with respect to: (i) a material breach of any of the provisions of this Agreement by XTL or any of its agents or employees; (ii) the negligence, recklessness, or willful misconduct by XTL or any of its agents or employees in the performance of any obligations of XTL under this Agreement; (iii) the infringement of any Third Party intellectual property right which such intellectual property is issued or published prior to the Effective Date caused by Obtaining Regulatory Approval, Commercialization, or the manufacture, use, promotion, marketing, sale, offer for sale, importation or exportation of HepeX-B in the Territory by CUBIST and its sublicensees or distributors; or (iv) the misappropriation of any Third Party intellectual property right by XTL or any of its agents or employees which is known after due and reasonable investigation as of the Effective Date. (c) XTL hereby agrees to defend, hold harmless and indemnify CUBIST Indemnitees from and against fifty percent (50%) of any and all Losses resulting directly or indirectly from a claim of a Third Party with respect to: (i) the infringement of any Third Party intellectual property right which such intellectual property is not issued or published prior to the Effective Date caused by Obtaining Regulatory Approval, Commercialization, and the manufacture, use, promotion, marketing, sale, offer for sale, importation or exportation of HepeX-B in the Territory by CUBIST and its Sublicensees or distributors; and (ii) the misappropriation of any Third Party intellectual property right by XTL or any of its agents or employees which is not known or knowable as of the Effective Date. (d) If either Party is seeking indemnification under this Section 11.3 in connection with a Third Party claim: (i) it shall inform the indemnifying Party of such Third Party claim giving rise to the obligation to indemnify as soon as reasonably practicable after receiving notice of the claim; (ii) except as provided in Section 11.3(d)(iii) with respect to claims under Section 11.3(b)(iii), Section 11.3(b)(iv) or Section 11.3(c), the indemnifying Party shall have the right to assume the defense of, and take control of, any such Third Party claim for which it is obligated to indemnify the indemnified Party under this Section 11.3, the indemnified Party shall cooperate with the indemnifying Party (and its insurer) as the indemnifying Party may reasonably request, the indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the indemnifying Party, and neither Party shall have any obligation to indemnify the other Party in connection with any settlement made without the indemnifying Party’s written consent, provided that the indemnifying Party does not unreasonably withhold or delay any such written consent; and (iii) with respect to claims under Section 11.3(b)(iii), Section 11.3(b)(iv) or Section 11.3(c), CUBIST shall have the right to assume the defense of, and take control of, any such claim, XTL will cooperate with CUBIST as CUBIST may reasonably request, XTL shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any such claim or suit that has been assumed by CUBIST, and XTL shall not have any obligation to indemnify CUBIST in connection with any Indemnitee hereunder settlement made without XTL’s written consent, provided that XTL does not unreasonably withhold or delay any such written consent. (e) Notwithstanding anything expressed or implied to the contrary in this Section 11, the amount of any Losses subject to indemnification shall be reduced by the amount of any insurance proceeds received by the indemnified Party with respect to any Indemnified Liabilities such Losses; and there shall be no obligation under this Agreement to indemnify such indemnified Party for the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct, amount of Losses so reduced. (f) XTL ***** under its indemnification obligations as determined by a court of competent jurisdiction in a final non-appealable order 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 11.3(b)(iii) and (iv) and under Section 11.3(c), or ***** such that the ***** are no less than the *****, until XTL’s indemnification payment obligations under Section 11.3(b)(iii) and (iv) and under Section 11.3(c) are *****. Interest shall begin to accrue on any such XTL payment obligations commencing as of the date first due at a rate determined in whole or in part because they are violative of accordance with Section 10.8 on any law or public policy, Company such amounts *****. XTL shall contribute the maximum portion that it is permitted have no obligation to pay any amounts under its indemnification obligations as set forth in Section 11.3(b)(iii) and satisfy (iv) and under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (bSection 11.3(c) 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 (that have not been ***** 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 Revolving Loan or the use of the proceeds thereof termination or any act or omission or event occurring in connection therewith, and all parties hereto hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favorexpiration of this Agreement.