Common use of Indemnity Clause in Contracts

Indemnity. Borrower hereby agrees to defend, indemnify, pay and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby agrees To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to defend, indemnify, pay hold harmless and hold Lender, indemnify the other and the agents other’s agents, partners, shareholders, members, officers, directors, beneficiaries and affiliates of Lender employees (collectively, the "“Indemnitees"”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsexpenses, costs and expenses of any kind liabilities imposed upon 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of including without limitation reasonable attorneys’ fees and expenses, for death or default under this Agreementinjury to, or any damage to property of, third parties, other agreementthan the Indemnitees, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting may arise from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees Indemnitor or any of themIndemnitor’s agents, members, partners or employees. The provisions Such third parties shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment Indemnitees by reason of the Borrower's Obligations negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, contractors, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the termination option of this Agreementsaid 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 hold harmless and indemnify 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 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 act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord, Landlord’s contractors, or Landlord’s Indemnitees.

Indemnity. Borrower hereby The Grantor (as “Indemnitor”) agrees to defend, indemnify, pay and hold Lenderthe Secured Parties, and the agents officers, directors, partners, managers, members, employees, agents, and affiliates Affiliates of Lender the Secured Parties (collectively, the "“Indemnitees"”) harmless from and against any and all other liabilities, costs, expenses, obligations, losseslosses (other than lost profit), damages, penalties, actions, judgments, suits, claims, disbursements, costs claims and expenses disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened (excluding claims among Indemnitees), whether or not such Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "“Indemnified Liabilities"”); provided that Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities directly and solely resulting Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee or any of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim and without any admission as determined by a court to culpability or fault of competent jurisdiction such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a finalwriting delivered to the Indemnitee that, non-appealable orderas between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 11 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this Section 11 may be unenforceable because it is violative of any law or public policy, Borrower the Grantor 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. Notwithstanding anything to the contrary in this Agreement, no party shall be liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other party or any third party howsoever caused and regardless of the form or cause of action, even if such damages are foreseeable or such party has been advised of the possibility of such damages. The provisions of the undertakings and indemnification set out in this Section 7 11 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby Pledgor agrees to defend, indemnify, pay and hold Lender, harmless the --------- Trustee and each of the Secured Parties and the officers, directors, employees, agents and affiliates Affiliates of Lender the Trustee and each of the Secured Parties (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts (including, costs and 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 Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectivelyincluding, without limitation, any misrepresentation by Pledgor in this Agreement) (the "Indemnified Liabilitiesindemnified liabilities"); provided that Borrower Pledgor shall not have no -------- any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly indemnified liabilities if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) of a court of competent jurisdiction that such indemnified liability arose from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Pledgor 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby Each of Company and Transferor (in such capacity, "Indemnitor") agrees to defend, indemnify, pay indemnify and hold Lenderthe other party (in such capacity, and the agents and affiliates of Lender (collectively, the "IndemniteesIndemnitee") harmless from and against any and all other liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind damage or nature whatsoever (expense including, without limitation, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees costs in all trial and appellate proceedings ("Losses") incurred in connection with any investigativeclaim by a third party, administrative including, without limitation, any current or judicial proceeding commenced former shareholder, director, officer, employee or threatened, whether or not such Indemnitees shall be designated agent of Transferor (a party thereto"Claim"), that may be imposed onmade, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of (x) in the case of Company (as Indemnitor), the Assumed Liabilities or default under any failure by Company for any reason to pay, perform and discharge any Assumed Liabilities, or (y) in the case of Transferor (as Indemnitor) the Excluded Liabilities or any failure by Transferor for any reason to pay, perform or discharge any Excluded Liabilities. Within not more than ten (10) days after the date upon which the Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Indemnitor, describing in reasonable detail the facts giving rise to such Claim and stating that the Indemnitee intends to seek indemnification for such Claim from the Indemnitor pursuant to this Agreement. The Indemnitor will have the right to settle all Claims upon terms and conditions acceptable to the Indemnitor, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use provided that (i) such settlement includes an unconditional release of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder from all liability with respect to Indemnified Liabilities directly such Claim and solely resulting (ii) such settlement does not involve the imposition of equitable remedies or the imposition of any material obligations on the Indemnitee other than financial obligations for which the Indemnitee will be indemnified hereunder. Upon timely receipt of a Claim Notice from the gross negligence Indemnitee with respect to any Claim, the Indemnitor may assume the defense thereof with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question, provided that such counsel is reasonably approved in writing by the Indemnitee, and without regard to whether such counsel also represents Indemnitor in defending such Claim. The Indemnitee will cooperate in all reasonable respects in such defense. Subject to the foregoing duty of cooperation, the Indemnitee will have the right to employ separate counsel in any action or willful misconduct Claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by the Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. If the Indemnitor does not notify the Indemnitee in writing within ten (10) days after receipt of a Claim Notice that the Indemnitor elects to undertake the defense thereof, the Indemnitee will have the right, at the expense of the Indemnitor, to defend the Claim with counsel of the Indemnitee's choice. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any provision herein to the contrary, unless an Indemnitor has acknowledged in writing its obligation to indemnify the Indemnitee, the Indemnitor will, and will cause the law firm defending the Claim to, at all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any time, the Indemnitee believes in good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Claim and/or is prejudicing the Indemnitee's rights with respect to the Claim for indemnification, the Indemnitee may, at the Indemnitor's sole expense, retain separate counsel of the Indemnitee's choice, and such separate counsel will be entitled fully to participate in the defense of such Claim on behalf of the Indemnitee. The Indemnitee will cooperate fully with the Indemnitor as determined by a court of competent jurisdiction in a to all Claims, will make available to the Indemnitor as reasonably requested all information, records and documents relating to all Claims and will preserve all such information, records and documents until final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative nonappealable resolution of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law Claim. The Indemnitee will also make available to the payment Indemnitor, as reasonably requested, its personnel (including technical), agents and satisfaction of all indemnified liabilities incurred by the Indemnitees other representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to any of themClaim. The provisions Indemnitee will also cooperate with the Indemnitor in attempting to minimize the Losses subject to indemnification by considering in good faith any request to pursue, and/or assign to Indemnitor, any rights of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementcontribution or to reimbursement, whether contractual or otherwise.

Indemnity. Borrower hereby agrees to defend, Tenant shall indemnify, pay defend (by counsel reasonably acceptable to Landlord), protect and hold LenderLandlord and Landlord’s trustees, directors, officers, agents, employees, contractors, representatives, property managers, students and the agents volunteers and affiliates of Lender their respective successors and assigns (collectively, the "Indemnitees") “Landlord’s Agents”), free and harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actionsforfeitures, judgments, suits, claims, disbursements, costs losses or expenses (including reasonable attorneys’ and expenses of any kind or nature whatsoever (including, without limitation, the reasonable consultants’ fees and disbursements oversight and response costs) to the extent arising from (a) Environmental Activity by Tenant or Tenant’s Agents; or (b) failure of counsel for such Indemnitees in connection Tenant or Tenant’s Agents to comply with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder Environmental Law with respect to Indemnified Liabilities directly Tenant’s Environmental Activity; or (c) Tenant’s failure to remove Tenant’s Hazardous Materials as required in Section 12.4 or attain full facility closure at the end of the Term as required pursuant to Section 12.10 below. Tenant’s obligations hereunder shall include, but not be limited to, the burden and solely resulting expense of defending all claims, suits and administrative proceedings (with counsel reasonably approved by Landlord), even if such claims, suits or proceedings are groundless, false or fraudulent; conducting all negotiations of any description; and promptly paying and discharging when due any and all judgments, penalties, fines or other sums due against or from Landlord or the gross negligence Premises. Prior to retaining counsel to defend such claims, suits or willful misconduct proceedings, Tenant shall obtain Landlord’s written approval of that Indemnitee as determined by a court the identity of competent jurisdiction in a finalsuch counsel, non-appealable order. To the extent that the undertaking to indemnifywhich approval shall not be unreasonably withheld, pay and hold harmless set forth conditioned or delayed, in the preceding sentence may be unenforceable because it is violative of any law event Tenant’s failure to surrender the Premises at the expiration or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the earlier termination of this AgreementLease free of Tenant’s Hazardous Materials prevents Landlord from reletting the Premises, or reduces the fair market and/or rental value of the Premises or any portion thereof, Tenant’s indemnity obligations shall include all losses to Landlord arising therefrom.

Indemnity. Borrower (a) The Corporation hereby agrees to defend, indemnify, pay and hold Lenderkeep indemnified in accordance with, and to the agents fullest extent permitted by the Corporation’s charter and affiliates that is lawful, and regardless of Lender (collectivelyany by-law provision to the contrary, the "Indemnitees") harmless Indemnitee, from and against any and all other liabilities, obligations, losses, damages, penalties, actionsexpenses (including attorney’s fees), judgments, suitsfines, claimstaxes, disbursements, costs penalties and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees amounts paid in settlement actually and disbursements of counsel for such Indemnitees reasonably incurred by Indemnitee in connection with any investigativethreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or judicial proceeding commenced investigative, by reason of the fact that [he/she] is or threatenedwas an officer or a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise and whether or not such Indemnitees action is by or in the right of the Corporation or that other corporation, partnership, joint venture, trust or other enterprise with respect to which the Indemnitee serves or has served. (b) Despite anything to the contrary in subsection (a), the Corporation agrees to indemnify Indemnitee in a suit or proceeding initiated by the Indemnitee only if the Indemnitee acted with the authorization of the Corporation in initiating that suit or proceeding. However, an arbitration proceeding brought under Section 8 shall not be subject to this subsection (b). (c) Except as set forth in Section 5 (Advancement of Expenses), the specific amounts that were actually and reasonably incurred shall be designated indemnified by the Corporation in the amount submitted by the Indemnitee unless the Board of Directors (the “Board”) determines that the request is unreasonable or unlawful. If the Board so determines and the Board and the Indemnitee cannot agree, any disagreement they have shall be resolved by a party thereto), that may be imposed on, incurred by or asserted against decision of the Indemnitees, arbitrator in any manner arising out Borrower's breach an arbitration proceeding pursuant to Section 8. For purposes of or default under this Agreement, or references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder excise taxes assessed on a person with respect to Indemnified Liabilities directly an employee benefit plan; and solely resulting from references to “serving at the gross negligence request of the Corporation” shall include any service as a director, officer, employee or willful misconduct agent of that the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. (d) Any indemnification payments made to the Indemnitee as determined by a court of competent jurisdiction shall be made in a final, non-appealable ordermanner that does not cause such payments to constitute deferred compensation under Treas. To the extent that the undertaking to indemnify, pay Reg. 1.409A-1(b)(10) and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementsuccessor thereto.

Indemnity. Borrower hereby Each Pledgor jointly and severally agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Pledgee and each other Secured Creditor and their respective successors, and the assigns, employees, agents and affiliates of Lender (individually an “Indemnitee”, and collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this Agreement any other TL Secured Financing Documents (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this Section 11 are unenforceable for any reason, Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of the undertakings and indemnification set out each Pledgor contained in this Section 7 11 shall survive satisfaction continue in full force and effect notwithstanding the full payment of all the Borrower's Obligations and Notes issued under the Credit Agreement, the full payment of all of the outstanding Intermediate Holdco Indebtedness, the termination of this Agreementall Interest Rate Protection Agreements, Other Hedging Agreements, Letters of Credit (and the full payment of all Unpaid Drawings), Bank Guaranties (and the full payment of all Unreimbursed Payments), and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

Indemnity. Borrower hereby agrees to defendThe Issuer shall indemnify the Indenture Trustee (and its officers, indemnifydirectors, pay employees and agents) for, and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") it harmless from and against against, any and all other liabilitiesloss, obligationsliability, lossesclaim, damagesobligation, damage, injury, penalties, actions, judgments, suits, claimsjudgments or expense (including attorney’s fees and expenses) incurred by it without negligence or bad faith on its part, disbursementsarising out of or in connection with the acceptance or administration of this Master Indenture and its duties under this Master Indenture and any Series Supplement and the Equipment Notes, including the costs and expenses of defending itself against any kind claim or nature whatsoever liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer, the Manager, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (includingunless the Indenture Trustee determines that an actual or potential conflict of interest exists, without limitation, in which case the Indenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and disbursements expenses of counsel such counsel). The Issuer need not pay for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities")settlements made without its consent; provided that Borrower such consent shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence not be unreasonably withheld. The Issuer need not reimburse any expense or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of indemnity against any law loss or public policy, 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 liability incurred by the Indemnitees Indenture Trustee through negligence or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementbad faith.

Indemnity. A. In addition to the payment of expenses pursuant to Section 8.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby agrees to defenddefend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless each of the Arrangers and Agents, each Fronted LC Issuing Bank and each Lender, and the agents respective partners, officers, directors, employees, agents, attorneys, other advisors and affiliates of each of the Arrangers and each of the Agents, each Fronted LC Issuing Bank and each Lender (collectivelycollectively called the “Indemnitees”), the "Indemnitees") harmless from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities are determined by a final, non-appealable judgment of a court of competent jurisdiction to (i) arise from the gross negligence, bad faith or willful misconduct of that Indemnitee or any of its Related Indemnitees (as defined below), (ii) result from a material breach by such Indemnitee of its obligations hereunder (as determined pursuant to a claim made by the Borrower) or (iii) arise from any dispute solely among Indemnitees other than any claims against any Agent or Arranger in its capacity, or in fulfilling its role, as an agent, arranger or any similar role under the Loan Documents and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates. As used herein, (i) “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claimsclaims (including Environmental Claims), disbursementscosts, costs expenses and expenses disbursements of any kind or nature whatsoever (including, without limitation, including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any Person, whether or not any such Indemnitees Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against the Indemniteesany such Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, any Letter of Credit or any the other agreement, document Loan Documents or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender transactions contemplated hereby or thereby (including the Lenders’ agreements to make the Loan under this Agreement any Credit Extension hereunder or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan under Documents, but shall not include Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim) and (ii) “Related Indemnitee” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this Agreement clause (collectively3), acting on behalf of or at the "Indemnified Liabilities")instructions of such Indemnitee, Controlling Person or such Controlled Affiliate. As used in this Section 8.3A, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative thereto. If any claim or proceeding is commenced as to which any of the Indemnitees proposes to demand indemnification, such Indemnitees shall notify the Borrower with reasonable promptness; provided that any failure to so notify the Borrower shall have no obligation not relieve any Credit Party from its obligations hereunder except to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay such failure materially and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of adversely affects the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby agrees to Notwithstanding any other provision of this Agreement, Licensor shall defend, indemnify, pay and hold LenderTI, its Subsidiaries, their respective directors, officers and the agents and affiliates of Lender employees (collectively, the "Indemnitees"“Indemnified Parties”) harmless harmless, at Licensor’s expense, from and against any and all other liabilitiesclaims, obligations, lossesactions, damages, penalties, actions, judgments, suits, claims, disbursementsliabilities, costs and expenses expenses, including without limitation reasonable attorney’s fees and expenses, arising out of any kind claims of infringement or nature whatsoever (including, without limitation, misappropriation of any IP Rights of a third party alleged to have occurred because of Licensor Products or services provided by Licensor or the reasonable fees and disbursements use of counsel for such Indemnitees in connection with any investigative, administrative Licensor Products or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default services under this Agreement. However, such indemnity shall not apply unless Licensor is promptly informed in writing and is given authority, information, and reasonable assistance requested, at Licensor’s expense, necessary to defend or settle such claim; provided, however, that failure to provide prompt written notice of a claim shall not release Licensor of its obligations hereunder unless such delay results in a significant negative impact to Licensor’s ability to defend against such claim. Licensor shall not enter into any settlement discussion or agreement relating to a claim unless it fully and irrevocably releases the Indemnified Parties of such claim. Licensor shall not be obligated to defend or be liable for costs and damages to the extent the infringement arises out of or from (a) a combination with products that Licensor does not and should not expect TI to use with the Licensor Product, or any other agreement, document or instrument executed and (b) a modification by TI of the Licensor Product as delivered by Borrower Licensor that has not been approved by Licensor in connection herewithwriting, if the agreement of Lender to make infringement would not have occurred without such combination or modification, or (c) only the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementTI processor chips.

Indemnity. Borrower hereby agrees Unless an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to defendassume the defense of any action for which indemnification is sought hereunder with counsel or its choice at its expense (in which case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, indemnifyhowever, pay that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding each Grantor’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and hold Lenderto participate in the defense of such action, and such Grantor shall bear the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsreasonable fees, costs and expenses of any kind or nature whatsoever such separate counsel, if (including, without limitation, i) the reasonable fees and disbursements use of counsel for chosen by such Indemnitees Grantor to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both such Grantor and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to such Grantor (in connection with any investigative, administrative which such Grantor shall not have the right to assume the defense or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party theretoaction on behalf of such Indemnitee), that may (iii) such Grantor shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) such Grantor shall authorize such Indemnitee to employ separate counsel at such Grantor’s expense. Each Grantor will not be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan liable under this Agreement or the use or intended use of the proceeds of for any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to amount paid by an Indemnitee hereunder with respect to Indemnified Liabilities directly settle any claims or actions if the settlement is entered into without such Grantor’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a finaldefenses available to, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementsuch Indemnitee.

Indemnity. Borrower hereby In addition to payments of the Liabilities, Debtor agrees to defend, indemnify, pay and hold Lenderharmless the Bank and any holder of any of the Liabilities, and the officers, directors, employees, agents and affiliates of Lender the Bank and such holders (collectively, collectively called the "“Indemnitees"”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts (including, costs and 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 Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewiththe Liabilities, the agreement of Lender to make the Loan under this Agreement or Bank’s relationship with Debtor, the use or intended use of the proceeds of any Loan under this Agreement of the Liabilities or any environmental matter (collectively, the "“Indemnified Liabilities"Claims”); provided that Borrower the Debtor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly Claims if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Claims arose primarily from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Debtor 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby agrees to defend, indemnify, pay Permittee shall indemnify and hold Lenderharmless the State of Idaho, the University, and the its governing board, and their employees and agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs claims and expenses for loss or liability which may be made against the State of any kind or nature whatsoever (including, without limitationIdaho, the reasonable fees University, and disbursements its governing board, and their employees and agents, by any person or entity for personal injury, property damage, or any fine, assessment or penalty whether arising in contract or law resulting directly or indirectly from any act, incident or accident occurring in, upon or about the Facilities as a result of counsel for such Indemnitees the acts, errors or omission of the Permittee, its agents, or event patrons, or arising in connection with any investigativeoperations, administrative use or judicial proceeding commenced occupancy of the Facilities by the Permittee, its agents, or threatenedevent patrons, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred arising in whole or in part from negligence by or asserted the University. Permittee further agrees to waive all claims against the Indemnitees, in any manner arising out Borrower's breach State of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewithIdaho, the agreement University and its governing board, and their employees and agents on account of Lender any loss, damage or injury from whatever cause (including claims against the Permittee by others) which may occur to make it or its property arising from the Loan under use and occupancy of the Facilities, the giving of this waiver being one of the considerations upon which this Agreement or is granted. A Certificate of Insurance is required as described below. If Permittee is the use or intended use Sponsor of an event at which alcohol will be served, Permittee / Sponsor (“Permittee”) further agrees that the University relies on the information submitted in Permittee’s alcohol permit application and attachments to the alcohol permit application to grant an alcohol permit to the Permittee. In consideration of the proceeds granting of any Loan under this Agreement (collectivelyAlcohol Permit, Permittee agrees that Permittee will abide by all applicable State of Idaho and local jurisdiction laws governing the "Indemnified Liabilities"); provided consumption, sale and distribution of alcohol, and that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly Permitee has read, understands, and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 will abide by the Indemnitees or any of them. The provisions applicable policies, rules, and guidelines of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment Board of Regents of the Borrower's Obligations University of Idaho and State Board of Education “Board” and the University of Idaho. This provision survives the termination of this Agreement.

Indemnity. Borrower hereby agrees (a) Indemnitors agree to defenddefend (retaining such attorneys as are satisfactory to the Indemnitees in their sole reasonable discretion), indemnifyprotect, pay indemnify and hold Lenderharmless each of the Indemnitees and its respective officers, directors, employees, attorneys and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligationsobligations (including removal and remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements, costs and expenses ) 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 Indemnitees shall be designated a party thereto), that may at any time be incurred by, imposed on, incurred by on or asserted against any of them directly or indirectly based on, or arising or resulting from, or in connection with, (i) the Indemnitees, actual or alleged presence of Hazardous Substances on any Property in any quantity or manner arising out Borrower's breach of or default under this Agreementwhich violates Environmental Law, or the removal, handling, transportation, disposal or storage of such Hazardous Substances, (ii) any other agreement, document Environmental Claim with respect to any Indemnitor or instrument executed and delivered by Borrower in connection herewith, any Property or (iii) the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds exercise of any Loan Indemnitee’s rights under this Agreement (collectively, the "“Indemnified Liabilities"Matters”); provided that Borrower shall have no obligation to an Indemnitee hereunder , regardless of when such Indemnified Matters arise, but excluding any Indemnified Matter with respect to Indemnified Liabilities directly Hazardous Substances first placed or Released on any Property after the later of (1) the date on which none of the Indemnitors nor any of their Affiliates holds title to or any other interest in or lien on such Property and solely resulting from on which all Indemnitors and their Affiliates have surrendered possession and control (and Lender or its designee has accepted such possession and control) of such Property to Lender or its designee (whether by foreclosure, pursuant to a deed-in-lieu of foreclosure or other exercise of remedies) or its designee or assignee or (2) the gross negligence or willful misconduct indefeasible payment in full of that Indemnitee the Secured Obligations (as determined by a court of competent jurisdiction defined in a final, non-appealable orderthe Loan Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be this indemnity is unenforceable because it is violative of violates any law or public policy, Borrower shall Indemnitors agree to contribute the maximum portion that it is permitted to pay and satisfy contribute under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Matters. (b) Indemnitors agree to reimburse each Indemnitee for all sums paid and costs incurred by such Indemnitee with respect to any Indemnified Matter within ten (10) days following written demand therefor, with interest thereon at the Indemnitees Default Rate (as defined in the Note) if not paid within such ten (10) day period. (c) Should any Indemnitee institute any action or proceeding at law or in equity, or in arbitration, to enforce any provision of them. The provisions this Agreement (including an action for declaratory relief or for damages by reason of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment any alleged breach of the Borrower's Obligations and the termination any provision of this Agreement) or otherwise in connection with this Agreement or any provision hereof, it shall be entitled to recover from Indemnitors all reasonable attorneys’ fees and disbursements incurred by such Indemnitee in connection therewith, if it is the prevailing party in such action or proceeding.

Indemnity. Borrower hereby The Company agrees to defendindemnify and save harmless Executive from all liability and costs incurred (including reasonable attorney's fees and disbursements) as a consequence of claims by third parties, indemnifywhether or not derivatively on behalf of the Company, pay resulting from or growing out of (i) Executive's status as, or as a result of his having been an officer or director of the Company or any Affiliate of Parent, in each case, from and hold Lenderafter the date hereof, or (ii) the performance bonds issued prior to the date of this Agreement and set forth on Schedule "A" hereto (the agents "Performance Bonds") in each case, to the full extent permitted by law. Executive represents and affiliates warrants that no claim or demand has been asserted or, to his knowledge, has been threatened to be asserted with respect to such Performance Bonds. In no event shall the terms, provisions and conditions of Lender the indemnity provided for hereunder be less than the same as those presently provided for under the Articles of Incorporation and By-Laws of the Company to the extent permitted by law. Said terms, provisions and conditions of indemnity shall remain an independent, contractual obligation of the Company to Executive from and after the date hereof regardless of how the Company might hereafter amend or change its Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of indemnity for other officers and directors of the Company. In the event the Company should amend its Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of indemnity after the effective date hereof, Executive shall be notified in writing of the change. Executive shall thereafter have thirty (collectively30) days to elect in writing to accept the changed conditions of indemnity as a modification to the Company's contractual obligation hereunder or to continue under the terms of indemnity as provided for herein. The Company's agreement to provide indemnity hereunder shall survive the termination of this contract regardless of the cause of termination. Subject to applicable law, the "Indemnitees") harmless from and against any and all other liabilitiesCompany shall advance, obligationspromptly as incurred, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Executive in defending Executive against any claims for which the Company would be so required to indemnify Executive; provided (i) Executive shall otherwise comply with such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that mandatory requirements of Delaware law as may be imposed onrequired for such indemnification, incurred by and (ii) Executive shall cause his counsel to cooperate fully in good faith with such requests as the Company or asserted against the Indemniteesits counsel may reasonably make in order to endeavor to minimize such legal fees, in any manner arising out Borrower's breach but consistent with providing an adequate defense of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementExecutive.

Indemnity. Borrower hereby agrees to defendThe Issuer shall indemnify the Indenture Trustee (and its officers, indemnifydirectors, pay employees and agents) for, and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") it harmless from and against against, any and all other liabilitiesloss, obligationsliability, lossesclaim, damagesobligation, damage, injury, penalties, actions, judgments, suits, claims, disbursements, judgments or expense (including attorney’s fees and expenses and the costs and expenses of enforcing the Issuer’s indemnification and contractual obligations hereunder) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Master Indenture and its duties under this Master Indenture and any kind Series Supplement and the Securities, including the costs and expenses of defending itself against any claim or nature whatsoever liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer, the Servicer, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (includingunless the Indenture Trustee determines that an actual or potential conflict of interest exists, without limitation, in which case the Indenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and disbursements expenses of counsel such counsel). The Issuer need not pay for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities")settlements made without its consent; provided that Borrower such consent shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence not be unreasonably withheld. The Issuer need not reimburse any expense or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of indemnity against any law loss or public policy, 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 liability incurred by the Indemnitees Indenture Trustee through negligence or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementbad faith.

Indemnity. Borrower hereby (a) In performing its obligations under this Agreement, CAS neither insures nor underwrites the liability of the Trustee’s Plan. CAS shall have no duty or obligation to defend against any legal action or proceeding brought to recover a claim for Plan benefits or any causes of actions for expenses or liabilities incident to the Plan. CAS shall, however, make available to Trustee and its counsel, such evidence relevant or related to such action or proceeding as CAS may have as a result of its administration of the contested benefit determination. CAS shall promptly notify in writing the Trustee or its designated legal counsel of any legal actions that involve the Plan or Trustee. (b) Except as otherwise explicitly provided in this Agreement, Trustee shall retain the responsibility for all Plan benefit claims and all expenses and liabilities incidental to the Plan and agrees to defend, indemnify, pay indemnify CAS for and hold Lenderit, its directors, officers, employees, affiliates and subsidiaries harmless from all amounts and expenses (including reasonable attorneys’ fees and court costs) for which CAS may become liable resulting from Trustee’s breach of this Agreement or arising out of any legal action or proceeding claiming a breach of fiduciary duty or claiming to recover benefits under the Plan. (c) CAS shall use reasonable care and diligence in the exercising of its powers and the agents performance of its duties as defined by this Agreement or written instructions submitted by Trustee or its designated representative. Furthermore, CAS agrees to indemnify Trustee and affiliates of Lender (collectively, the "Indemnitees") hold Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs amounts and expenses (including reasonable attorneys’ fees and court costs) for which Trustee may become liable resulting from or arising out of negligent, fraudulent or criminal acts of CAS’s employees, either acting alone or in collusion with others. (d) If any kind action, suit or nature whatsoever other proceeding is commenced, or any claim or demand is asserted, relating to or in respect of which a party (including, without limitationan "Indemnitee") demands indemnification pursuant to this Section (each a "Claim"), the Indemnitee shall, with reasonable fees promptness, notify the party from which such indemnification is demanded (the "Indemnitor") of such Claim. Such notice shall describe the nature of such Claim in reasonable detail and disbursements of counsel for include such Indemnitees in connection written information that the Indemnitee has received with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that regard to the Claim as may be imposed on, incurred by reasonably necessary for the Indemnitor to evaluate such Claim. The Indemnitee's failure to give such notice to the Indemnitor shall not relieve the Indemnitor from any of its or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default his obligations under this Agreement, except to the extent such failure materially and substantially prejudices the defense of the action or proceeding by the Indemnitor. The Indemnitor shall have the right to control the defense of any action, suit or other agreementproceeding brought by a third party that constitutes a Claim (each a "Third Party Claim") with counsel approved by the Indemnitee, document which approval shall not be unreasonably withheld, conditioned or instrument executed delayed, all at the Indemnitor's sole cost and delivered by Borrower expense. The Indemnitor may not settle any such Third Party Claim without the Indemnitee's consent, which consent shall not be not unreasonably withheld, conditioned or delayed (provided, however that Indemnitor shall not be required to consent to any admission of guilt or criminal wrongdoing as part of any settlement), and the Indemnitee, at his or its sole cost and expense, may employ separate counsel and participate in the defense thereof. The Indemnitee and Indemnitor shall reasonably cooperate with each other in connection herewith, the agreement with each Third Party Claim. (e) Rights of Lender to make the Loan indemnification under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 8.1 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby agrees to defendTo the fullest extent permitted by law, Tenant shall indemnify, pay defend (with counsel reasonably acceptable to the Landlord) and hold Lenderthe Landlord and its elected and appointed officers, and the officials, employees, agents and affiliates representatives (all of Lender (collectivelythe foregoing, collectively the "“Indemnitees"”) harmless from and against any and all other liabilities, obligations, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, including without limitation, the limitation reasonable attorneys’ fees and disbursements court costs) (all of counsel for such Indemnitees the foregoing, collectively “Claims”) arising from or in connection with any investigativeof the following, administrative which occurred during the Term: (i) the operation or judicial proceeding commenced management of the Premises, (ii) any work or threatenedthing done on or in the Premises, whether (iii) any condition of any alteration or not such Indemnitees shall be designated a party thereto)addition constructed by Tenant on the Premises, that may be imposed onincluding FF&Es, incurred by or asserted against the Indemnitees, in (iv) any manner arising out Borrower's breach of or default under by Tenant in the performance of any covenant or agreement to be performed by Tenant pursuant to the terms of this Agreement, (v) any negligence of Tenant, or any other agreementof its agents, document contractors, subcontractors, employees, or instrument executed licensees, (vi) any accident, injury or damage caused to any person in or on the Premises and delivered (vii) any failure to comply with Applicable Law. In the event any such action or proceeding is brought against the Landlord by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds reason of any Loan such Claim, Tenant, upon notice from the Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to the Landlord. If an insurer under this Agreement (collectively, insurance required to be maintained by Tenant hereunder shall undertake to defend the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder Landlord under a reservation of rights with respect to Indemnified Liabilities directly ultimate coverage and solely resulting from the Landlord shall reasonably deem it necessary to retain independent counsel with respect to such matter, Tenant shall pay the reasonable fees of such counsel. The obligations of Tenant under this Article VIII do not apply to any Claim or other matter to the extent such arises as a result of the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderthe Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this This Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the expiration or earlier termination of this Agreement.

Indemnity. Borrower hereby 6.1 Each party agrees to defend, indemnify, pay indemnify and hold Lender, keep indemnified and defend at its own expense the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and other party against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitscosts, claims, disbursements, costs damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations pursuant to sections 3 and expenses 5 of this schedule. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any kind relevant claim of which the indemnified party becomes aware; not make any admission of liability or nature whatsoever (includingoffer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request, without limitationand; provide the indemnifier with such assistance in dealing with such claims as it may reasonably request. 6.2 As joint Data Controllers the parties acknowledge that each party will be reliant on the other party from time to time for directions as to the extent to which each party will be entitled to use and process the relevant Personal Data. Consequently, 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting acting on instructions from the gross negligence or willful misconduct of that Indemnitee as determined other will not be liable to the instructing party for any claim brought by a court of competent jurisdiction in a finalData Subject arising from any action or omission by it, non-appealable order. To to the extent that such action or omission resulted directly from the undertaking other party’s instructions. Process Responsible Entity On processing/ post claim period Post Claim Period Controls Notes Pickup of Tote box ZBS Contracted Courier A pickup of a providers Tote is requested by client, this is then booked and confirmed by provider. Logistics system audit record tracked evidence tag serial numbers, dual signatures on pickup End user will seal the tote with provider provided and mandated secure evidence serial numbered tags, the tags and that the Tote is correctly sealed is checked by driver Trusted and audited drivers repatriate to indemnifyProvider warehouse Warehouse ZBS Contracted Driver hands over – via Dual signature on receipt of Warehouse Staff signed bill of materials to handover and tracking Tote box warehouse staff, pay tags via Logistics system checked and hold harmless set forth tote stored audit record for processing in the preceding sentence may be unenforceable because it is violative of any law or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementprocessing bay.

Indemnity. Borrower hereby agrees The Grantors (as “Indemnitor”) agree to defend, indemnify, pay and hold Lenderthe Secured Parties, and the agents officers, directors, partners, managers, members, employees, agents, and affiliates Affiliates of Lender the Secured Parties (collectively, the "“Indemnitees"”) harmless from and against any and all other liabilities, costs, expenses, obligations, losseslosses (other than lost profit), damages, penalties, actions, judgments, suits, claims, disbursements, costs claims and expenses disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by a third party (excluding claims among Indemnitees), whether or not such Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee by a third party, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "“Indemnified Liabilities"”); provided that Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities directly and solely resulting Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee or any of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim and without any admission as determined by a court to culpability or fault of competent jurisdiction such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a finalwriting delivered to the Indemnitee that, non-appealable orderas between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 11 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this Section 11 may be unenforceable because it is violative of any law or public policy, Borrower Grantor 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower hereby agrees to defend, indemnify, pay and hold Lender, harmless the Administrative Agent (and the agents and affiliates of Lender (collectivelyany sub-agent thereof), the "Indemnitees") harmless Arranger, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that the Borrower shall have no obligation to an any Indemnitee hereunder under this paragraph with respect to (i) any Indemnified Liabilities directly and solely resulting to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of that Indemnitee 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 finalits 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 ordermonetary injury to each Indemnitee). To the extent that the undertaking undertakings to indemnify, pay and hold harmless set forth in the preceding sentence this paragraph may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in All amounts due under this Section 7 paragraph shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.be payable promptly after written demand therefor. This Section

Indemnity. Borrower hereby agrees to defendTo the fullest extent permitted by law, indemnify, pay Dranoff shall indemnify and hold Lenderharmless the Township, and the its agents and affiliates of Lender (collectively, the "Indemnitees") harmless employees from and against any and all other claims, demands, actions, fines, penalties, liabilities, obligations, losses, taxes, damages, penalties, actions, judgments, suits, claims, disbursements, costs injuries and expenses of any kind or nature whatsoever (including, without limitation, the reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigativecosts at the pretrial, administrative or judicial proceeding commenced or threatenedtrial, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, and appellate levels) in any manner related to, arising out Borrower's breach of or default resulting from:- (a) any failure of Dranoff to perform its obligations under this Agreement, to the extent arising from the fraud, bad faith, willful misconduct or gross negligence of Dranoff, and provided such failure was not caused by events beyond the reasonable control of Dranoff or Dranoff ‘s affiliates; (b) any other agreement, document or instrument executed and delivered by Borrower in connection herewith, acts of Dranoff beyond the agreement scope of Lender to make the Loan its authority under this Agreement Agreement; (c) any acts or the use omissions of Dranoff, or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of its contractors and subcontractors in connection with the Private Project; (d) any injury, damage or death to Dranoff, its officers, directors, partners, employees, agents and other representatives; or (e) any injury, damage or death to any independent contractors of Dranoff. Such obligation of Dranoff shall not be impaired by reason that Indemnitee a party indemnified hereunder is found to have contributed in part to such claim, loss, liability, damage, cost or expense. In addition, Dranoff shall execute, and shall require all persons working on its behalf, including but not limited to its employees, agents, servants, contractors, and subcontractors’ employees, on Amtrak property to execute the “Indemnity from Contractors Performing Design or Engineering Functions,” in form and subject agreed upon between Amtrak and Dranoff (and such other instruments as determined shall make Dranoff, not the Township, responsible for any environmental indemnities required by a court of competent jurisdiction the Transit Authorities). So long as funds are available and SEPTA consents, the Township shall make funds from the FTA Grant No. PA-03- 0385 available to Dranoff to be used in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of connection with any law risk fees or public policy, 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 deductibles incurred by the Indemnitees or any of themDranoff in connection with such indemnification. The provisions rights and obligations of the undertakings and indemnification set out indemnity described in this Section 7 7.4 shall not be exclusive and shall be in addition to such other rights and obligations as may be otherwise available at law or in equity. This Section 7.4 shall survive satisfaction and payment of the Borrower's Obligations and the termination or expiration of this Agreement.

Indemnity. Borrower hereby (a) The Licensor undertakes to defend the Licensee against any action or claim that the use or possession of the Software, or any part of it infringes the Intellectual Property Rights of any third party (IPR Claim) and shall indemnify the Licensee against any losses, damages and costs only insofar as they are incurred by the Licensee as a result of any IPR Claim and which are agreed in settlement of any IPR Claim or awarded by a court of competent jurisdiction against the Licensee as a result of that IPR Claim. The Licensor shall have no liability under the foregoing indemnity to the Licensee if the Licensee: (i) does not notify the Licensor in writing of any IPR Claim of which it has notice as soon as reasonably practicable; (ii) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Licensor (which shall not be unreasonably withheld or delayed); (iii) does not let the Licensor at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or (iv) does not, at the Licensor’s request and cost, give the Licensor all reasonable assistance. (b) This undertaking and indemnity given by the Licensor shall not apply to any infringement arising from any modification to the Software made by the Licensee or any employee, agent or service provider of the Licensee without the authorisation in writing of the Licensor. (c) The Licensee shall indemnify the Licensor against all actions, proceedings, costs, claims and expenses incurred and hold the Licensor harmless in respect of any IPR Claim or other claim made by any third party against either the Licensee or the Licensor arising out of any infringement by the Licensee of the terms of this Agreement. (d) The Licensee undertakes to give prompt notice to the Licensor of any claim that is made against either the Licensor or the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the Licensor may reasonably require to settle or oppose any such claims. (e) The Licensee agrees to defend, indemnify, pay indemnify and hold Lender, and keep indemnified the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Licensor from and against any and all other liabilitiesliability, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever claims (including, without limitation, the including 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, legal fees) resulting in any manner arising out Borrower's breach way from its use of and from any material posted on the Website or default under this Agreement, or from any other agreement, document or instrument executed and delivered by Borrower in connection herewith, matter relating to the agreement of Lender hosting arrangement including but not limited to make the Loan under this Agreement or the use or intended use of the proceeds of information contained on the Website. (f) The Licensee waives any Loan under this Agreement (collectivelyright to bring any claim or action against the Licensor for any loss, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting damage or injury arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees Website or any of them. The provisions of material from the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of Website or from the Borrower's Obligations and the termination of this Agreementservice level agreement.

Indemnity. Borrower hereby As a separate and independent obligation the Guarantor agrees to defendindemnify the Landlord and keep the Landlord indemnified against any cost, indemnifyloss, claim, expense or liability arising out of or resulting from: 54.2.1 any failure of the Tenant duly and punctually to pay the Rent or any other sums due under this Lease or to perform or comply with its obligations under this Lease (provided that the obligations of the Guarantor shall not be greater than the extent of the liability of the Tenant in relation to any such failure); 54.2.2 any of the obligations of the Tenant under this Lease being or becoming wholly or in part void, voidable or unenforceable by the Landlord against the Tenant or any other person who is liable; 54.2.3 this Lease (or the Tenant’s liabilities under it) being disclaimed; 54.2.4 this Lease being forfeit; 54.2.5 this Lease being surrendered by the Tenant acting by a liquidator, trustee in bankruptcy, administrator, receiver or receiver and hold Lendermanager or any other similar officer appointed to it or over it or in relation to any of its assets or undertaking (whether such person is appointed in England and Wales or in any other jurisdiction and whether such person is appointed in relation to any or all of the Tenant’s assets or undertaking in England and Wales or in any other jurisdiction); 54.2.6 this Lease being varied or the obligations of the Tenant under it being in any way altered without the consent of the Landlord by virtue of any arrangement or composition with any of its creditors (whether or not such arrangement or composition binds or is expressed to bind the Landlord) or otherwise; or 54.2.7 the Tenant (being a company) ceasing to exist (whether or not capable of reconstitution or reinstatement), and to pay to the agents and affiliates Landlord the amount of Lender (collectivelysuch cost, the "Indemnitees") harmless from and against any and all other liabilitiesloss, obligationsclaim, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind expense 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 threatenedliability, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by the Landlord has sought to enforce any rights or asserted remedies against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, Tenant or any other agreement, document or instrument executed and delivered by Borrower person who is liable but provided that the Landlord shall use reasonable endeavours to mitigate any losses in connection herewith, the agreement respect of Lender to make the Loan which it makes any claim under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementguarantee.

Indemnity. Borrower hereby agrees (a) Subject to defendSection 8(c) below, indemnify, pay and hold Lender, the Escrow Agent and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against Distributor shall be liable for any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties, judgments, settlements, actions, judgments, suits, claimsproceedings, disbursementslitigations, investigations, costs and or expenses of any kind or nature whatsoever (including, including without limitation, the reasonable fees and disbursements expenses of outside counsel for and experts and their staffs and all expenses of document location, duplication and shipment)(collectively “Losses”) only to the extent such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as Losses are determined by a court of competent jurisdiction to be a result of Escrow Agent’s or Distributor’s, as the case may be, gross negligence or willful misconduct; provided, however, that any liability of Escrow Agent or Distributor with respect to their respective obligations under this Agreement will be limited in a finalthe aggregate to the Escrow Deposits deposited by the Investors with the Escrow Agent. [Signature Page to Escrow Agreement] (b) The Company shall indemnify and hold Escrow Agent harmless from and against, non-appealable order. To and the Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to Escrow Agent’s duties under this Agreement or the Escrow Agent’s appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement, except to the extent that of liability described in Section 8(a) above. (c) Without limiting the undertaking to indemnify, pay and hold harmless Company’s indemnification obligations set forth in Section 8(b) above, neither the preceding sentence may Company, the Distributor, nor the Escrow Agent shall be unenforceable because it is violative liable for any incidental, indirect, special or consequential damages of any law or public policynature whatsoever, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction including, but not limited to, loss of all indemnified liabilities incurred anticipated profits, occasioned by the Indemnitees or a breach of any provision of them. The provisions this Agreement even if apprised of the undertakings and indemnification set out in this possibility of such damages. (d) This Section 7 8 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementAgreement or the resignation, replacement or removal of the Escrow Agent for any reason.

Indemnity. (a) Borrower hereby agrees to defendshall indemnify Lender and its Affiliates and their respective managers, indemnifymembers, pay officers, employees, Affiliates, agents, representatives, accountants and hold Lender, attorneys and the agents and affiliates of Lender their respective Affiliates (collectively, the "IndemniteesINDEMNIFIED PERSONS") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, disbursements, costs expenses and expenses 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 Indemnitees shall be designated a party thereto), that and Lender's in-house documentation and diligence fees and legal expenses) which may be imposed on, incurred by or asserted against the Indemnitees, Lender or any other Indemnified Person in any manner arising out Borrower's breach of litigation, proceeding or default under this Agreementinvestigation instituted or conducted by any Governmental Authority or any other Person with respect to any aspect of, or any other agreementtransaction contemplated by or referred to in, document or instrument executed and delivered by Borrower in connection herewithany matter related to, the agreement of Lender to make the Loan under this Agreement or the use or intended use any of the proceeds Loan Documents or any agreement or document contemplated hereby or thereby, whether or not Lender or such Indemnified Person is a party thereto, except to the extent that any of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from foregoing arises out of the gross negligence or willful misconduct of Lender or such Indemnified Person. (b) Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this SECTION 12.5, and Lender may elect (but is not obligated) to direct the defense thereof, provided that Indemnitee the selection of counsel shall be subject to Borrower's consent, which consent shall not be unreasonably withheld or delayed. Lender and any other Indemnified Person may, in its reasonable discretion, take such actions as determined by a court it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of competent jurisdiction in a finalLender or any of the other Indemnified Persons, non-appealable orderits or their interest or the Collateral generally. (c) Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an "INSURED EVENT"), Lender agrees not to exercise its right to select counsel to defend the event if that would cause Borrower's insurer to deny coverage; PROVIDED, HOWEVER, that Lender reserves the right to retain counsel to represent it or any of the other Indemnified Persons with respect to an Insured Event at its sole cost and expense. To the extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the undertaking amounts that Borrower has paid to indemnify, pay and hold harmless Lender pursuant to the 38 APS - TERM LOAN EXECUTION COPY indemnity set forth in this SECTION 12.5, then Lender shall promptly pay to Borrower the preceding sentence may be unenforceable because it is violative amount of any law or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementsuch recovery.

Indemnity. Borrower hereby To the maximum extent this agreement may be made effective according to law, the Tenant agrees to defend, indemnify, pay indemnify and hold Lender, and save harmless the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Landlord from and against all claims, loss, or damage of whatever nature arising from any breach by Tenant of any obligation of Tenant under this Lease beyond applicable notice and cure periods or from any act, omission or negligence of the Tenant, or the Tenant’s contractors, licensees, invitees, agents, servants or employees, or arising from any accident, injury or damage whatsoever caused to any person or property, occurring after the date that possession of the Premises is first delivered to the Tenant and until the end of the Term and thereafter, so long as the Tenant is in occupancy of any part of the Premises, in or about the Premises or arising solely from any accident, injury or damage occurring outside the Premises but within the Building, on the Land, on the access roads and ways, in the parking facilities provided pursuant to the Lease, within University Park or any adjacent area maintained by Landlord or any individual or entity affiliated with Landlord, where such accident, injury or damage results solely from an act or omission on the part of the Tenant or the Tenant’s agents or employees, licensees, invitees, servants or contractors, provided that the foregoing indemnity shall not include any cost or damage arising from any act, omission or negligence of the Landlord, or the Landlord’s contractors, licensees, invitees, agents, servants or employees. Landlord agrees to defend, indemnify and save harmless Tenant from legal action, damages, loss, liability and any other expense in connection with loss of life, bodily or personal injury or property damage, arising from or out of the intentional or willful misconduct or gross negligence of Landlord, its agents, employees, licensees, servants, invitees or contractors, which occur in or about the Premises, outside the Premises but within the Building, on the Land, on the access roads and ways, in the parking facilities provided pursuant to the Lease, within University Park or any adjacent area maintained by Landlord or any individual or entity affiliated with Landlord, except to the extent that such loss of life, bodily or personal injury or property damage is due solely to the willful misconduct or act, omission or neglect of Tenant, its agents, contractors, employees, licensees, invitees or servants. The foregoing indemnities and hold harmless agreements shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities, obligations, losses, excluding consequential damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees incurred in connection with any investigativesuch claim or proceeding brought thereon, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementdefense thereof.

Indemnity. Borrower hereby agrees to defend, indemnify, pay and hold shall indemnify Lender, its Affiliates and the agents its and affiliates of Lender their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the "Indemnitees"“Indemnified Persons”) harmless from and against any and all other liabilitiesliability, obligations, losses, damages, penalties, actions, judgments, suits, claimsreasonable out-of-pocket costs, disbursements, costs expenses and expenses disbursements of any kind or of nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativecounsel, administrative or judicial proceeding commenced or threatenedexpert witness fees, whether or not such Indemnitees shall be designated a party thereto), that and reasonable in-house documentation and diligence fees and reasonable legal expenses) which may be imposed on, incurred by or asserted against the Indemniteesany Indemnified Person with respect to or arising out of, or in any manner arising out Borrower's breach of litigation, proceeding or default under this Agreementinvestigation instituted or conducted by any Person with respect to any aspect of, or any other transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or instrument executed and delivered by Borrower in connection herewithtransaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the agreement of Lender to make the Loan under this Agreement or the use or intended use extent that any of the proceeds foregoing (i) arises out of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of any Indemnified Person or (ii) arises out of a dispute between or among any Indemnified Persons. If any Indemnified Person uses in-house counsel for any purpose for which any Borrower is responsible to pay or indemnify, each Borrower expressly agrees that Indemnitee its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Indemnified Person in its Permitted Discretion for the work performed. Lender agrees to give Borrower reasonable notice of any event of which Lender becomes aware for which indemnification may be required under this Section 12.4, and Lender may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to Borrower’s consent which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may in its reasonable discretion, take such actions, as determined by a court it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of competent jurisdiction in a finalsuch Indemnified Person or the Collateral. Notwithstanding the foregoing, non-appealable orderif any insurer agrees to undertake the defense of an event (an “Insured Event”), Lender agrees not to exercise its right to select counsel to defend the event if that would cause any Borrower’s insurer to deny coverage; provided, however, that Lender reserves the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the extent that Lender obtains recovery from a third party other than an Indemnified Person of any of the undertaking amounts that any Borrower has paid to indemnify, pay and hold harmless Lender pursuant to the indemnity set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 12.4, then Lender shall survive satisfaction and payment promptly pay to such Borrower the amount of the Borrower's Obligations and the termination of this Agreementsuch recovery.

Indemnity. Borrower hereby agrees 3.1 Each Trustee shall be entitled to defend, indemnify, pay and hold Lender, and a full indemnity out of the agents and affiliates capital and/or income of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses Trust Fund in respect of any kind or nature whatsoever (includingcosts, 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, expenses or any other agreement, document liabilities of whatsoever nature (including any taxes and associated penalties and interest for which they are personally liable and any liability which may be payable to an Outgoing Trustee (as defined below)) incurred by the trustee in or instrument executed and delivered by Borrower in connection herewith, about the agreement of Lender to make the Loan under this Agreement or the use or intended use professed execution of the proceeds trusts and powers of this Trust, but not in respect of any Loan under this Agreement (collectivelycosts, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence expenses or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified other liabilities incurred by any trustee in acting or omitting to act in a manner in which the Indemnitees or trustee is not entitled to the protection of the exclusion of liability provisions contained in this Trust. 3.2 Any of the Trustees (including an Outgoing Trustee as defined below) shall be entitled to assert a lien over any of them. The provisions the capital and/or income of the undertakings and indemnification set out Trust Fund in this Section 7 shall survive satisfaction and payment order to secure his right of indemnity or, at his election, to release any capital and/or income of the Borrower's Obligations Trust Fund subject to the recipient and/or the continuing trustee (as the case may be) granting to the trustee (and the termination trustee’s successors and assigns) a charge over the released assets securing the right of indemnity and/or an express indemnity. 3.3 Without prejudice to the entitlement of a retiring or removed trustee to request that the trustee be granted an express indemnity on retirement or removal, the rights of indemnity conferred by this Trust shall endure following the retirement or removal, death or (as the case may be) liquidation of a trustee (an “Outgoing Trustee”) to the intent that an Outgoing Trustee and his personal representatives or (as the case may be) its liquidator shall be entitled to assert the same rights of indemnity in respect of costs, expenses or other liabilities of whatsoever nature (including any taxes for which the Outgoing Trustee is personally liable) as the Outgoing Trustee would have been entitled to assert had the Outgoing Trustee remained in office as a trustee of this AgreementTrust at the time when the right of indemnity is asserted.

Indemnity. Borrower hereby agrees The Authority shall subject to defend, indemnify, pay Sub-Clause 19.2 be responsible for and hold Lender, shall release and indemnify the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Academy on demand from and against any and all other liabilities, obligations, losses, damages, penalties, liability for Direct Losses arising from: death and/or personal injury; loss of or damage to property (including property belonging to the Academy or for which it is responsible); third party actions, judgmentsclaims and/or demands including costs, suits, claims, disbursements, costs charges and expenses 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 Indemnitees shall be designated including legal expenses on an indemnity basis) arising as a party thereto), that may be imposed on, incurred by or asserted result thereof brought against the IndemniteesAcademy or any Academy Related Party; which may arise out or in consequence of: the carrying out of the Works by the Contractor or any Contractor Related Party or the performance or non-performance by the Contractor of its obligations under the D&B Contract; [the presence of the Authority, any Authority Related Party or the Contractor or any Contractor Related Party at the Property or at a Relevant School]; the performance or non performance of this Agreement by the Authority. The Authority shall not be responsible for or be obliged to indemnify the Academy: for any matter referred to in Sub-Clause 19.1 that arises as a direct result of the Authority acting on any manner arising out Borrower's written instruction issued by the Academy for any injury, loss, damage, cost and expense caused by the negligence or wilful misconduct of the Academy or any Academy Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for the breach by the Authority of or default its obligations under this Agreement) or by the breach by the Academy of its obligations under this Agreement where the claim arises from any matter concerning the carrying out of the Works by the Contractor or any Contractor Related Party or the performance or non-performance by the Contractor of its obligations under the D&B Contract or the presence of the Contractor or any Contractor Related Party at the Property [or at a Relevant School] to the extent that (whether pursuant to clause 49 or otherwise) the Authority having used all reasonable endeavours to do so is unable to claim indemnity or (notwithstanding being so entitled to claim) and having used its reasonable endeavours is unsuccessful in claiming indemnity from the D&B Contractor The Academy shall indemnify and keep the Authority indemnified at all times from and against liability for Direct Losses arising from: any claim for or in respect of death and/or personal injury of any employee of or person engaged by the Authority or any Authority Related Party or the Contractor or a Contractor Related Party; any physical loss or damage to the Contractor’s or a Contractor Related Party’s assets or to the Authority’s assets (which for the purposes of this indemnity shall include the assets comprised within the Works); any breach of statutory duty for which the Authority is liable; any third party actions, claims and/or demands including costs, charges and expenses (including legal expenses on an indemnity basis) arising in consequence thereof brought against the Authority or an Authority Related Party or the Contractor or a Contractor Related Party; which may arise out of or in consequence of the performance or non performance of this Agreement by the Academy or any negligent or wilful act or omission of the Academy which in each case is a breach of the Academy’s obligations under this Agreement other than to the extent that such performance or non-performance or negligent or wilful misconduct would not have occurred but for a breach by the Authority of its obligations under this Agreement. The Academy further agrees that (to the extent not already provided for under the provisions of Sub-Clause 19.3) any breach by the Academy of its obligations under this Agreement which results in the occurrence of a Compensation Event shall be the responsibility of the Academy and accordingly the Academy shall indemnify and keep the Authority indemnified (subject to the Authority’s duty to secure the mitigation of any loss arising) against any Direct Losses incurred by the Authority or on behalf of the Authority by reason of the occurrence of a Compensation Event for which the Academy is responsible under the provisions of this Agreement other than to the extent that such Compensation Event would not have occurred but for a breach by the Authority of its obligations under the D&B Contract. For the avoidance of doubt the indemnity in this clause 19.4 applies to the liabilities of the Authority under the Agreed Form of the D&B Contract and shall not apply to any increase in such liabilities arising from a variation of the terms of the D&B Contract which materially increases the Authority's liabilities under the D&B Contract. The Academy shall have no liability to the Authority pursuant to this Agreement including this Clause 19 to the extent that any Direct Losses or Indirect Losses are covered by insurance pursuant to this Agreement, the D&B Contract or any other agreementcontract to which the Authority is a party and are recovered under such insurance, document or instrument executed and delivered by Borrower in connection herewith, are recovered pursuant to any other contract to which the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by Authority is a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementparty.

Indemnity. Borrower hereby agrees to defendindemnifies Agent, indemnify, pay and hold LenderLenders, and the their respective directors, officers, employees, Affiliates and agents and affiliates of Lender (collectively, the "IndemniteesIndemnified Persons") against, and agrees to hold each such Indemnified Person harmless from and against from, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsdamages and liabilities, costs including claims brought by any stockholder or former stockholder of Borrower, and expenses related expenses, including reasonable counsel fees and expenses, incurred by such Indemnified Person arising out of any kind claim, litigation, investigation or nature whatsoever proceeding (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 Indemnitees shall be designated Indemnified Person is a party thereto)) relating to the Revolving Credit Loan, that may be imposed onthe Term Loan, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewiththe Notes, the agreement of Lender Other Agreements or Agent's or Lenders' involvement therein or herein; provided, however, that such indemnity shall not apply to make the Loan under this Agreement any such losses, claims, damages, or the use liabilities or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence, or willful misconduct of such Indemnified Person. If any litigation or proceeding is brought against any Indemnified Person in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence respect of which indemnity may be unenforceable because sought against Borrower pursuant to this Section 2.15, such Indemnified Person shall promptly notify Borrower in writing of the commencement of such litigation or proceeding, but the omission so to notify Borrower shall not relieve Borrower from any other obligation or liability which it is violative may have to any Indemnified Person otherwise than under this Section 2.15. Failure of the Indemnified Person to timely notify Borrower of the commencement of such litigation or proceeding shall not relieve Borrower of its obligations under this Section 2.15, except where such failure irrevocably prejudices Borrower's ability to defend such litigation or proceeding and to hold such Indemnified Person harmless therefrom. In case any law such litigation or public policyproceeding shall be brought against any Indemnified Person and such Indemnified Person shall notify Borrower of the commencement of such litigation or proceeding, Borrower shall contribute be entitled to participate in such litigation or proceeding and, after written notice from Borrower to such Indemnified Person, to assume the maximum portion defense of such litigation or proceeding with counsel of its choice at its expense, provided that it such counsel is permitted to pay and satisfy under applicable law satisfactory to the payment Indemnified Person in the exercise of its reasonable judgment. Notwithstanding the election of Borrower to assume the defense of such litigation or proceeding, such Indemnified Person shall have the right to employ separate counsel and satisfaction to participate in the defense of all indemnified liabilities incurred such litigation or proceeding, and Borrower shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by Borrower to represent such Indemnified Person would present such counsel with a conflict of interest; (ii) the Indemnitees defendants in, or targets of, any such litigation or proceeding include both an Indemnified Person and Borrower, and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to Borrower (in which case Borrower shall not have the right to direct the defense of them. The provisions such action on behalf of the undertakings and indemnification set out Indemnified Person); (iii) Borrower shall not have employed counsel satisfactory to such Indemnified Person in this Section 7 shall survive satisfaction and payment the exercise of the BorrowerIndemnified Person's Obligations and reasonable judgment to represent such Indemnified Person within a reasonable time after notice of the termination institution of this Agreement.such litigation or proceeding; or

Indemnity. Without limiting any other indemnification provision of this Agreement or the other Loan Documents, Borrower hereby agrees to defendshall indemnify Lender and its affiliates and their respective managers, indemnifymembers, pay officers, employees, affiliates, agents, representatives, successors, assigns, accountants and hold Lender, and the agents and affiliates of Lender attorneys (collectively, the "Indemnitees"“Indemnified Persons”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, disbursements, costs expenses and expenses 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 Indemnitees shall be designated a party thereto), that and in-house documentation and diligence fees and legal expenses) which may be imposed on, incurred by or asserted against any Indemnified Person with respect to or arising out of any willful misrepresentation made hereunder, any acts of fraud by Borrower, any Affiliate of Borrower or any party acting on their behalf, misappropriation of funds by Borrower, any Affiliate of Borrower or any party acting on their behalf, theft by Borrower, any Affiliate of Borrower or any party acting on their behalf, disposition of the IndemniteesCollateral by Borrower, any Affiliate of Borrower or any party acting on their behalf, any unauthorized Change in Management, or in any manner arising out Borrower's breach of litigation, proceeding or default under this Agreementinvestigation instituted or conducted by any Person with respect to any aspect of, or any other transaction contemplated by or referred to in, or any matter related to, any Security Document or any agreement, document or instrument executed and delivered by Borrower in connection herewithtransaction contemplated thereby, whether or not such Indemnified Person is a party thereto, except to the agreement of Lender to make the Loan under this Agreement or the use or intended use extent that any of the proceeds foregoing arises out of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court such Indemnified Person. Lender agrees to give Borrower reasonable notice of competent jurisdiction in a finalany event of which Lender becomes aware for which indemnification may be required under this Section 10.14, non-appealable order. To and Lender may elect (but is not obligated) to direct the extent defense thereof; provided, that the undertaking selection of counsel shall be subject to indemnifyBorrower's consent, pay which consent shall not be unreasonably withheld or delayed. Any Indemnified Person may, in its reasonable discretion, take such actions as it deems necessary and hold harmless set forth in the preceding sentence appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be unenforceable because it is violative necessary for the protection of any law such Indemnified Person or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementCollateral.

Indemnity. Borrower hereby agrees to defend, Lessee shall indemnify, pay defend and hold Lenderkeep harmless Lessor and any Assignee (as defined in Section 17), and the their respective agents and affiliates of Lender employees (collectivelyeach, the an "IndemniteesIndemnitee") harmless ), from and against any and all Claims (other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for than such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that as may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting proximately result from the actual, but not imputed, gross negligence or willful misconduct of that Indemnitee such Indemnitee), by paying or otherwise discharging same, when and as determined by a court of competent jurisdiction in a final, non-appealable ordersuch Claims shall become due. To the extent Lessee agrees that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out indemnity provided for in this Section 7 shall survive satisfaction and payment includes the agreement by Lessee to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Borrower's Obligations Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the termination defense of and/or to settle any Claim, in each case, so long as (a) no Event of Default has occurred and is then continuing, (b) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (c) Lessee is financially capable of satisfying its obligations under this AgreementSection, and (d) Lessor approves the defense counsel selected by Lessee. The term "Claims" shall mean all claims, allegations, ▇▇▇▇▇, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the nature of interest, Liens, and costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (1) any Lease Document, including the performance, breach (including any Event of Default) or enforcement of any of the terms thereof, or (2) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any Hazardous Materials that may exist in violation hereof, or the premises at which the Equipment may be located from time to time, or (3) the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession of any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, including, Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever. If any Claim Is made against Lessee or an Indemnitee, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Lessee of any obligation hereunder.

Indemnity. Borrower hereby agrees to defendCONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. A. Licensee shall indemnify Disney during and after the term hereof against all claims, indemnifydemands, pay and hold Lendersuits, and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligationsjudgments, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind or nature whatsoever (including, without limitation, the including 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner attorneys' fees) arising out Borrowerof Licensee's breach of or default activities under this Agreement, including but not limited to, any actual or alleged: (1) negligent acts or omissions on Licensee's part, (2) defect (whether obvious or hidden and whether or not present in any Sample approved by Disney) in an Article, (3) personal injury, (4) infringement of any rights of any other agreementperson by the manufacture, document sale, possession or instrument executed use of Articles, (5) breach on Licensee's part of any covenant, representation or warranty contained in this Agreement, or (6) failure of the Articles or by Licensee to comply with applicable Laws. The parties indemnified hereunder shall include Disney Enterprises, Inc., its licensors, if applicable, and delivered its and their Affiliates and successors, and its and their officers, directors, employees and agents. The indemnity shall not apply to any claim or liability relating to any infringement of the copyright of a third party caused by Borrower Licensee's utilization of the Licensed Material and Trademarks in connection herewithaccordance with the provisions hereof, unless such claim or liability arises out of Licensee's failure to obtain the agreement full assignment of Lender to make rights referenced in Paragraph 13. B. Disney shall indemnify Licensee during and after the Loan under term ▇▇▇▇▇▇ ▇▇ainst all claims, demands, suits, judgments, losses, liabilities and expenses of any nature (including reasonable attorneys' fees) arising out of any claim that Licensee's use of any representation of the Licensed Material and Trademarks approved in accordance with the provisions of this Agreement infringes the copyright of any third party or infringes any right granted by Disney to such third party, except for claims arising out of Licensee's failure to obtain the use full assignment of rights referenced in Paragraph 13. Licensee shall not, in any case, be entitled to recover for lost profits. C. Additionally, if by reason of any claims referred to in Paragraph 25.B., Licensee is precluded from selling any stock of Articles or intended utilizing any materials in Licensee's possession or which come into Licensee's possession by reason of any required recall, Disney shall be obligated to purchase such Articles and materials from Licensee at their out-of-pocket cost to Licensee, excluding overheads, but Disney shall have no other responsibility or liability with respect to such Articles or materials. D. Disney gives no warranty or indemnity with respect to any ▇▇▇▇▇▇▇▇▇ or expense arising from any claim that use of the proceeds Intellectual Property on or in connection with the Articles hereunder or any packaging, advertising or promotional material infringes on any trademark right of any Loan third party or otherwise constitutes unfair competition by reason of any prior rights acquired by such third party, other than rights acquired from Disney. It is expressly agreed that it is Licensee's responsibility to carry out such investigations as Licensee may deem appropriate to establish that Articles, packaging, and promotional and advertising material which are manufactured or created hereunder, including any use made of the Intellectual Property therewith, do not infringe such right of any third party, and Disney shall not be liable to Licensee if such infringement occurs. E. With regard to any indemnified claims under this Agreement (collectivelyParagraph 25, the "Indemnified Liabilities"); provided that Borrower party entitled to indemnification shall have no obligation give written notice to an Indemnitee hereunder the other party of the claim. The indemnifying party shall select mutually agreeable counsel, and shall consult in a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. meaningful fashion with the indemnified party in the conduct of the defense of the claim. Promptly upon request, the indemnified party shall provide reasonable assistance in the defense of such claims at the expense of the indemnifying party. If the indemnified party desires to be represented by separate counsel, it shall be responsible for all fees and costs associated therewith. Alternatively, the indemnified party may choose to be represented by the indemnifying party's counsel, in which case the indemnifying party shall be entirely and solely responsible for all fees and costs associated therewith. The indemnifying party and the indemnified party may enter into good faith settlement(s) of the claim, with the consent of the other party, not to be unreasonably withheld. F. Without limiting the foregoing, Licensee agrees to give Disney written notice of any product liability claim made or suit filed with respect to Indemnified Liabilities directly and solely resulting from any Article, any investigations or directives regarding the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 Articles issued by the Indemnitees U.S. Consumer Product Safety Commission ("CPSC") or other federal, state, provincial, or local consumer safety agency, and any notices sent by Licensee to, or received by Licensee from, the CPSC or other consumer safety agency regarding the Articles within fourteen (14) days of them. The provisions Licensee's receipt or promulgation of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementclaim, suit, investigation, directive, or notice.

Indemnity. Borrower hereby In addition to the payment of expenses pursuant to subsection 10.3, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ agrees to defend, indemnify, pay and hold Lender, Agents and Lenders and the agents officers, directors, employees, agents, trustees and affiliates (including the Joint Lead Arrangers and Joint Bookrunners) of Lender Agents and Lenders (collectively, collectively called the "“Indemnitees"”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts, costs expenses and expenses 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 Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of this Agreement or default under this Agreementthe other Loan Documents, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the Lenders’ agreement of Lender to make the Loan under this Agreement Loans or the use or intended use of the proceeds of any Loan the Loans or the issuance of Letters of Credit hereunder and Lenders’ agreement to purchase participations therein as provided for herein or the use or intended use of the Letters of Credit or the honoring of overdrafts under this the Domestic Overdraft Agreement or the purchase of participations by Lenders in the Domestic Overdraft Amount or in the Offshore Overdraft Amounts (collectively, the "Indemnified Liabilities"“indemnified liabilities”); provided that Borrower ▇▇▇▇▇-▇▇▇▇▇▇▇▇ shall not have no any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined (it being acknowledged by a court ▇▇▇▇▇-▇▇▇▇▇▇▇▇ that the entry into the Nominal Restatement and the making of competent jurisdiction the Loans thereunder at ACI’s request shall not constitute gross negligence or willful misconduct). ▇▇▇▇▇-▇▇▇▇▇▇▇▇ also agrees to indemnify and hold harmless the Indemnitees from any claim, demand or liability for broker’s or finder’s fees alleged to have been incurred in a finalconnection with any transactions contemplated by this Agreement and any expenses, non-appealable orderincluding reasonable legal fees, arising in connection with any such claim, demand or liability. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower ▇▇▇▇▇-▇▇▇▇▇▇▇▇ shall 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby To the fullest extent permitted by law, Subcontractor agrees to defend, indemnify, pay indemnify and hold Lenderharmless RLH and Owner and any of their respective employees, and the officers or directors for any liability for damages to persons or property caused in whole or in part by any act, omission, default, negligence, contractual breaches, or intentionally injurious acts by Subcontractor or any of Subcontractor’s contractors, sub-subcontractors, materialmen, agents and affiliates of Lender any tier or employees (collectivelycollectively referred to “Subcontractor’s Conduct”) arising from this Master Agreement, the "Indemnitees") harmless from and against Subcontractor Agreement or Contract Documents. As used herein, the term damages shall mean any and all other liabilitieslosses sustained by RLH and Owner, obligationsincluding but without limitation, losses, damages, penalties, actionsany liens, judgments, suits, claims, disbursementscosts, costs attorney’s fees, interest, incidental and expenses consequential damages, lost profits, additional home office or project overhead, and/or professional fees resulting from Subcontractor’s Conduct. In addition to indemnity for Subcontractor’s Conduct, Subcontractor specifically agrees to indemnify RLH for any damages created by the existence of any kind mold 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 threatenedmildew resulting from Subcontractor’s Conduct, whether or not such Indemnitees Subcontractor was aware of the existence of the mold or mildew and whether or not Subcontractor could have taken subsequent action to mitigate the amount of the mold or mildew. This indemnity is a distinctly negotiated contract term, separate and apart from any terms and specifications listed in the Subcontractor Agreement or Contract Documents. The parties further agree that One Hundred Dollars (US$100.00) of the parties agreed contract price is specifically intended to be consideration for Subcontractor’s agreement to indemnify RLH. To that end, it is hereby agreed and negotiated that the first One Hundred Dollars (US $100.00) RLH pays to Subcontractor pursuant to any Subcontractor Agreement into which the parties’ enter will be the above-described consideration for the Subcontractor’s indemnity in favor of RLH for each project or unique piece of work. Notwithstanding the foregoing, the monetary limitation on the extent of this indemnification provided to RLH and the Owner shall be designated a party thereto)in the amount of twice the subcontract amount or $1 million per occurrence, that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default whichever is greater. The obligations to indemnify under this Agreementagreement shall apply to all damages cause in whole or in part by any act or omission, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees Subcontractor or any of themSubcontractor’s contractors, sub-subcontractors, materialmen, and agents of any tier or employees. The provisions However, this indemnification shall not include claims of, or damages caused in whole by any act or omission by the Owner or RLH, or for any damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the undertakings Contractor, Owner or their officers, directors, agents or employees, or for statutory violations or punitive damages except and indemnification set out in this Section 7 shall survive satisfaction and payment to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of the Borrower's Obligations and the termination Subcontractor or any of this AgreementSubcontractor’s contractors, sub-subcontractors, materialmen, agents of any tier or employees.

Indemnity. (a) Each Borrower hereby agrees to defend, shall jointly and severally indemnify, pay and hold Lenderharmless the Agent, the Audit Agent and each Lender and the agents officers, directors, employees, agents, affiliates, representatives and affiliates attorneys of the Agent, the Audit Agent and such Lender (collectively, collectively called the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, proceedings, judgments, suits, claims, disbursementsdemands, costs costs, expenses and expenses disbursements of any kind or nature whatsoever (including, without limitation, the all 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 Indemnitees Indemnitee shall be designated a party thereto), ) that may be imposed on, incurred by by, or instituted or asserted against the Indemnitees, any Indemnitee in any manner in connection with or relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use other Financing Agreements or intended use any other transaction contemplated hereby or thereby, the statements contained in the commitment letters delivered by the Agent, the Agent and the Lenders' agreement to make the Revolving Loan hereunder, the direct or indirect application or proposed application of the proceeds of the Revolving Loan or the exercise of any Loan right, power or remedy hereunder or under this any other Financing Agreement or relating to or arising out of the possession, use, operation or control of any Borrower's or any Subsidiary's Property (collectively, the "Indemnified Liabilities"); provided PROVIDED that Borrower the Borrowers shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly if a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such Indemnified Liabilities arise solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Borrowers 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 Indemnified Liabilities incurred by the Indemnitees or any of them. (b) In any suit, proceeding or action brought against any Person by the Agent relating to any Account, Chattel Paper, contract, General Intangible, Instrument or Document for any sum owing thereunder, or to enforce any provision of any Account, Chattel Paper, Instrument or Document, the Borrowers shall jointly and severally save, indemnify and keep the Agent, the Audit Agent and the Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability by the Borrowers of any obligation thereunder arising out of a breach by any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from any Borrower. The provisions All such obligations of the undertakings Borrowers shall be and indemnification set out in this Section 7 remain enforceable against, and only against, the Borrowers and shall survive satisfaction and payment of not be enforceable against the Borrower's Obligations and Agent, the termination of this AgreementAudit Agent or any Lender.

Indemnity. Borrower hereby agrees (i) Subject to defend, indemnify, pay and hold Lender, and the agents and affiliates of Lender (collectivelySection 5(a)(ii), the "Indemnitees"Debtor hereby indemnifies and holds harmless the Securities Intermediary, its Affiliates and their respective officers, directors, employees, representatives and agents (collectively referred to for the purposes of this Section 5(a) harmless from and as the Securities Intermediary), against any and all other liabilitiesloss, obligationsclaim, lossesdamage, damages, penalties, actions, judgments, suits, claims, disbursements, expense or liability (including the costs and expenses of defending against any kind claim of liability), or nature whatsoever (includingany action in respect thereof, without limitationto which the Securities Intermediary may become subject, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding whether commenced or threatened, whether insofar as such loss, claim, damage, expense, liability or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising action arises out Borrower's breach of or default under is based upon the execution, delivery, performance or enforcement of this Agreement, but excluding any such loss, claim, damage, expense, liability or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use action arising out of the proceeds of any Loan under this Agreement (collectivelyfraud, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the bad faith, gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a finalthe Securities Intermediary, nonand shall reimburse the Securities Intermediary promptly upon demand for any reasonable and documented out-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law of-pocket legal or public policy, 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 other expenses reasonably incurred by the Indemnitees Securities Intermediary in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred (collectively, the “Losses”). No provision of this Agreement shall require the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of themits duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The obligations of the Debtor under this clause (a) are referred to as the “Securities Intermediary Indemnity”. The provisions of the undertakings and indemnification set out in this Section 7 shall section will survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementAgreement and the resignation or removal of the Securities Intermediary. (ii) The obligation of the Debtor to pay any amounts in respect of the Securities Intermediary Indemnity shall be subject to the priority of payments set forth in Sections 9.1 and 6.4 of the Credit Agreement and shall survive the termination of this Agreement and the resignation or removal of the Securities Intermediary. (iii) The Securities Intermediary shall be entitled to the benefit of the indemnities in Section 7.6 of the Credit Agreement to the same extent as the Collateral Agent.

Indemnity. Borrower hereby agrees 9.1 Vendor agrees, to defendthe fullest extent permitted by law, to indemnify, pay defend with acceptable counsel, reimburse, and hold Lenderharmless Owner, Owner’s Representative, and the Owner's officers, directors, members, managers, agents and affiliates of Lender employees (collectively, the "Indemnitees"“Owner Indemnified Parties”) harmless from and against any and all other liabilitiesclaims, obligationsdemands, lossesactions, causes of action, damages, penalties, actions, judgments, suitscosts, claimsand expenses, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees in connection with any investigative(collectively, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto“Claims”), that may be imposed onwhich arise from the acts or omissions of Vendor regarding the Project, incurred by any Subconsultant or asserted against the Indemniteessupplier of Vendor (regardless of tier), in any manner arising out Borrower's breach agent or employee of Vendor, any agent or default under this Agreementemployee of any Subconsultant or supplier of Vendor, or any other agreement, document or instrument executed anyone else for whose acts and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement omissions Vendor is responsible (collectively, the "Indemnified Liabilities"“Vendor Responsible Parties”); provided that Borrower shall have no obligation , but only to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent caused by the gross negligence or willful intentional misconduct of that Indemnitee as determined by a court Vendor or one of competent jurisdiction in a final, non-appealable orderthe other Vendor Responsible Parties. To the extent that the undertaking In no event shall Vendor be required to indemnify, pay defend, reimburse, or hold harmless Owner or the other Owner Indemnified Parties with respect to Claims, which arise from the negligence or other legal fault of the Owner or the Owner Indemnified Parties. 9.2 Owner agrees, to the fullest extent permitted by law, to indemnify, defend with acceptable counsel, reimburse, and hold harmless set forth in Vendor, Vendor’s Representative, and Vendor’s officers, directors, members, managers, agents and employees (collectively, the preceding sentence may be unenforceable because it is violative “Vendor Indemnified Parties”) from and against any and all Claims which arise from the acts or omissions of Owner or Contractor regarding the Project, any subcontractor or supplier of Owner (regardless of tier), any agent or employee of Owner, any agent or employee of any law subcontractor or public policysupplier of Owner, Borrower shall contribute or anyone else for whose acts and omissions Owner is responsible (collectively, the maximum portion that it is permitted to pay and satisfy under applicable law “Owner Responsible Parties”), but only to the payment and satisfaction of all indemnified liabilities incurred extent caused by the Indemnitees gross negligence or any intentional misconduct of them. The provisions Owner or one of the undertakings and indemnification set out in this Section 7 other Owner Responsible Parties. In no event shall survive satisfaction and payment Owner be required to indemnify, defend, reimburse, or hold harmless Vendor or the other Vendor Indemnified Parties with respect to Claims, which arise from the negligence or other legal fault of the Borrower's Obligations and Vendor or the termination of this AgreementVendor Indemnified Parties.

Indemnity. Borrower Guarantor hereby agrees to defend, indemnify, pay and hold Lenderharmless, and the agents defend ▇▇▇▇▇▇▇▇ and affiliates of Lender its directors, officers, agents, counsel and employees (collectively, the "IndemniteesIndemnified Persons") harmless from and against any and all other losses, liabilities, obligations, losses, damages, penaltiescosts, actions, judgmentsexpenses, suits, claims, disbursements, costs actions and expenses of any kind proceedings ("Losses") ever suffered 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner Indemnified Person arising out Borrower's breach of or default under relating to this AgreementGuaranty, or but not including any other agreement, document or instrument executed and delivered losses caused by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined in a final and non-appealable judgement by a court of competent jurisdiction of such Indemnified Person, and Guarantor shall jointly and severally reimburse Wintrust and each other Indemnified Person for any expenses (including in connection with the investigation of, preparation for or defense of any actual or threatened claim, action or proceeding arising herefrom and therefrom, including any such costs of responding to discovery requests or subpoenas, regardless of whether Wintrust or such other Indemnified Person is a finalparty thereto). In the event that any claim, non-appealable order. To demand, investigation, litigation or inquiry (a "Claim") is brought against any Indemnified Person, the Indemnified Person agrees to give prompt written notice to Guarantor with respect to same, together with a copy of such Claim, provided that, a delay in giving notice shall not relieve Guarantor of liability hereunder except to the extent that a Guarantor suffers actual prejudice because of the undertaking delay. So long as no Event of Default shall have occurred and be continuing under the Purchase Agreement, Guarantor shall have the right in good faith and by appropriate proceedings to indemnifydefend any Claim and to employ counsel acceptable to such Indemnified Person to conduct such defense (at Guarantor’s sole expense) so long as such defense shall not involve any danger of the foreclosure, pay and hold harmless set forth sale, forfeiture or loss of, or imposition of any lien, on any part of the Collateral, or subject any Indemnified Person to criminal liability. Should any Guarantor elect to engage counsel acceptable to such Indemnified Person, such Indemnified Person may continue to participate in the preceding sentence may be unenforceable because it is violative defense of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay such Claim and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.will

Indemnity. Borrower hereby agrees to defend, indemnify, pay V-Secure and V-Secure Ltd. shall indemnify and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") Radware harmless from and against any and all other liabilitiesliability, obligations, losses, damages, penalties, actions, judgmentsclaims, suits, claims, disbursements, costs expenses (including reasonable attorney’s fees) and expenses damages (“Claims”) resulting from any actions or omissions or misrepresentations of any kind V-Secure 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default V-Secure Ltd. under this Agreement, or resulting from infringement, or alleged infringement of any other agreementthird party’s patents or copyrights or misappropriation of any third party’s trade secrets, document in any case where the infringement claim by such third party is attributable to the Purchased Assets sold hereunder provided that : (i) Radware shall provide V-Secure / V-Secure Ltd. written notice of such claim, loss, expense, damage, liability or instrument executed lawsuit, as soon as practicable; (ii) Radware shall reasonably cooperate with V-Secure / V-Secure Ltd. in the defense and/or settlement thereof, V-Secure / V-Secure Ltd. shall indemnify Radware for reasonable out-of pocket expenses incurred as a result of such cooperation; and delivered (iii) V-Secure or V-secure Ltd. shall have an opportunity to assume control of such defense and/or settlement negotiations, provided Radware may hire a separate legal counsel at its own expense. V-Secure or V-Secure Ltd. shall not enter into any settlement, which imposes any liability on Radware or requires any admission by Borrower Radware without Radware’s written consent, which will not be unreasonably delayed or withheld. Radware shall not enter into any settlement, which imposes any liability on V-Secure or requires any admission by V-Secure without V-Secure’s written consent, which will not be unreasonably delayed or withheld. V-Secure’s obligations for Claims, and Radware’s sole remedy, shall be governed by the terms of the Escrow Agreement and be limited to the amounts specified therein. Notwithstanding the foregoing, any Claim by an indemnified party against any indemnifying party pursuant to this Agreement shall be payable by the indemnifying party only in connection herewith, the agreement event that the accumulated amount of Lender the Claims in respect of such indemnifying party’s obligations to make the Loan indemnify under this Agreement or shall exceed $20,000 in the use or intended use aggregate (the “Indemnification Threshold”), and only for amounts in excess of the proceeds Indemnification Threshold. The amount of any Loan loss otherwise recoverable under this Agreement Section 10.2 by an indemnified party shall be reduced (collectivelyi) by any amounts recovered by the indemnified party under insurance policies (net of any costs incurred in connection with the collection thereof), (ii) by any indemnity, contribution or similar payment actually received from third parties, and (iii) to take account of any net tax benefit actually realized by the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder indemnified party, in respect of the taxable year in which such loss is incurred or paid and, with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction tax benefit arising in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law year subsequent to the payment and satisfaction year in which the loss is paid or incurred, the indemnified party shall pay to the indemnifying party the amount of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementsuch tax benefit when such tax benefit is actually realized.

Indemnity. Borrower hereby agrees To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the "Indemnitor") agree to defend, indemnify, pay hold harmless and hold Lender, indemnify the other and the agents other's agents, partners, shareholders, members, officers, directors, beneficiaries and affiliates of Lender employees (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsexpenses, costs and expenses of any kind liabilities imposed upon 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of including without limitation reasonable attorneys' fees and expenses, for death or default under this Agreementinjury to, or any damage to property of, third parties, other agreementthan the Indemnitees, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting may arise from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees Indemnitor or any of themIndemnitor's agents, members, partners or employees. The provisions Such third parties shall not be deemed third party beneficiaries of this Lease. In addition, to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify 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 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 act or occurrence in the Premises, whether or not such liability and claims are the result of the undertakings and indemnification set out in joint or concurrent negligent acts (but not the sole or gross negligence act or willful misconduct) of the Landlord Indemnitees. Notwithstanding the terms of this Lease to the contrary, the terms of this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the expiration or earlier termination of this AgreementLease.

Indemnity. Borrower hereby agrees to defend, by Sublandlord Sublandlord shall indemnify, pay protect, defend and hold Lenderharmless, Subtenant and the agents its officers, directors, members, shareholders, partners, agents, attorneys and affiliates of Lender employees (collectively, the "IndemniteesSubtenant Indemnified Parties") harmless ), from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgmentsclaims, suits, claimsdemands, disbursementsliability, damages and expenses, including reasonable and actual attorneys’ fees and costs and expenses (collectively, "Subtenant Indemnified Claims"), arising from or in connection with Sublandlord’s conduct of its business or from any activity performed by Sublandlord or Sublandord’s agents in or about the Subleased Premises, the Building or any part of the Property, or arising from any breach or default in the performance of any kind obligation on Sublandlord’s part to be performed under the terms of this Sublease or nature whatsoever (including, without limitation, the reasonable fees and disbursements Prime Lease. If any action or proceeding is brought against any of counsel for such Indemnitees the Subtenant Indemnified Parties in connection with any investigativeSubtenant Indemnified Claims, administrative Sublandlord, upon notice from Subtenant, shall defend the same at Sublandlord’s reasonable and actual expense with counsel approved by Subtenant, which approval shall not be unreasonably withheld. Subtenant’s obligations under this Article 16.3 shall survive the expiration or judicial proceeding commenced or threatenedearlier termination of this Sublease. This indemnification by Sublandlord shall extend to and be applicable, and the Subtenant Indemnified Parties shall be indemnified regardless of whether or not such Indemnitees Indemnified Claim is made by or on behalf of an employee of Sublandlord. 17. Surrender of Subleased Premises and Removal of Property 17.1 Surrender of Subleased Premises Upon the expiration of the Term, or upon any earlier termination hereof, Subtenant shall be designated a party thereto)quit and surrender possession of the Subleased Premises to Sublandlord or Prime Landlord, that as the case may be, in as good order and condition as the Subleased Premises are as of the Commencement Date or hereafter may be imposed onimproved by Sublandlord or Subtenant, incurred reasonable wear and tear, damage by Casualty and repairs which are Sublandlord’s obligation excepted, and shall, without expense to Sublandlord, remove or asserted against cause to be removed from the IndemniteesSubleased Premises, all debris and rubbish, all furniture, equipment, business and trade fixtures, freestanding cabinet work, movable partitioning and other articles of personal property owned by Subtenant or installed or placed by Subtenant at its expense in the Subleased Premises, and all similar articles of any manner arising out Borrower's breach other persons claiming under Subtenant, and Subtenant shall repair all damage to the Subleased Premises and the Property resulting from such removal. If Subtenant, with the prior written approval of or default under this AgreementSublandlord and Prime Landlord, elects not to remove the foregoing items, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees some or any of them. The provisions , at the expiration of the undertakings and indemnification set out in this Section 7 Term, all such items shall survive satisfaction and become the property of Prime Landlord without any payment of the Borrower's Obligations and the termination of this Agreementby Prime Landlord.

Indemnity. Borrower hereby (i) Except during any Evaluation Period when there is no indemnity by the Licensor, the Licensor agrees to defend, indemnify, pay indemnify and hold Lender, harmless and defend at its own expense the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Licensee from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses claims of infringement of any kind copyright, patents, trade marks, industrial designs or nature whatsoever other intellectual property rights affecting the Software, subject to (including, without limitationd)(iii) to (d)(v) below. (ii) The Licensee agrees for itself and for each of its Authorised Users to indemnify and hold harmless and defend at its own expense (including during the Evaluation Period), the reasonable fees Licensor and/or the Third Party Owner from and disbursements against any and all claims of counsel for such Indemnitees in connection with infringement of any investigativecopyright, administrative patents, trade marks, industrial designs or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, other intellectual property rights or any other agreementliabilities which may arise from any work carried out by the Licensor, document Licensee or instrument executed by any Authorised User or other contractor of the Licensee in accordance with the Licensee's specifications, instructions or which may arise from any Improvements created by the Licensee or any Authorized User, subject to (d)(iii) and delivered by Borrower (d)(iv) below. (iii) Any claim for indemnity shall be subject to: A. the party seeking to be indemnified (“Indemnitee”) shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in connection herewithany copyright, patent, trade ▇▇▇▇ or other rights as hereinbefore provided, and B. the Indemnitee shall have exercised a reasonable standard of care in protecting the same; failing which, the agreement Indemnitee shall indemnify the party from which indemnity is sought (“Indemnitor”) against all actions, proceedings, costs, claims and expenses incurred in respect thereof. (iv) The Indemnitee undertakes that the Indemnitor shall be given prompt notice of Lender any claim specified in (d) above that is made against the Indemnitee and the Indemnitor shall have the right to defend any such claims and make settlements thereof at its own discretion and the Loan under this Agreement Indemnitee shall give such reasonable assistance as the Indemnitor may reasonably require and the sole authority to defend, oppose or settle such claim. (v) In the event that any such infringement occurs or may occur in relation to the standard Software as supplied by the Licensor, the Licensor may at its sole option and expense: A. procure for the Licensee the right to continue using the Software or infringing part thereof; or B. modify or amend the Software or infringing part thereof so that the same becomes non- infringing; or C. replace the Software or infringing part thereof by other software of similar capability; or D. repay to the Licensee the license fee relating to the whole or the use or intended use infringing part of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementSoftware.

Indemnity. Borrower hereby The Pledgor agrees to defend, indemnify, pay and hold Lender, harmless the Secured Party and the agents officers, directors, employees, agents, and affiliates of Lender the Secured Party (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsand reasonable costs (including, costs and 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 Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner (i) relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of Note (including, without limitation, any misrepresentation by the proceeds of any Loan under Pledgor in this Agreement or the Note) or (ii) arising out of a subpoena or document production request against an Indemnified Party from a legal proceeding relating to the Pledgor or affiliate thereof whether or not the Indemnified Party is a party thereto or target thereof (collectively, the "Indemnified Liabilitiesindemnified liabilities"); provided provided, that Borrower the Pledgor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly indemnified liabilities if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) by a court of competent jurisdiction that such indemnified liability arose from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Pledgor 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 Indemnities or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Whether or not the transactions contemplated hereby are consummated, the Borrower hereby agrees shall, subject to defendthe provisions of this Section 7.4, indemnify, pay and hold Lenderthe Depositary Bank and the officers, directors, employees, agents, affiliates, and attorneys of the agents and affiliates of Lender Depositary Bank (collectively, the "IndemniteesINDEMNITEES") harmless from and against any and all other out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts, costs expenses and expenses disbursements of any kind or nature whatsoever (including, including without limitation, the limitation reasonable attorneys' fees and disbursements costs of counsel for such the Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such the Indemnitees shall be are designated a party thereto), ) that may be are imposed on, incurred by or asserted against the Indemniteesany Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use other Financing Documents or intended use of the proceeds exercise of any Loan right or remedy hereunder or under this Agreement any other Financing Document (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"); provided provided, that the Borrower shall not have no any obligation to an any Indemnitee hereunder with respect if a court of competent jurisdiction renders a judgment, final and not subject to appeal or review, that such Indemnified Liabilities directly and solely resulting arise from the gross negligence or willful misconduct of that such Indemnitee. The Borrower shall pay or reimburse each Indemnitee as determined for all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees and expenses) incurred by a court such Indemnitee in the defense of competent jurisdiction any claim arising out of any Indemnified Liability at the time such costs and expenses are incurred and such Indemnitee has given the Borrower written notice thereof. The foregoing indemnity will remain operative and in a finalfull force and effect regardless of the termination of this Agreement, non-appealable orderthe consummation of the transactions contemplated by the Financing Documents, the repayment of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Financing Document, or the content or accuracy of any representation or warranty made by the Borrower in any Financing Document. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this Section 7.4 may be unenforceable because it is violative of violates any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower In consideration of the Indemnitee’s agreement to stand for election, and if elected, to serve, as a director of the Corporation, the Indemnifying Party hereby agrees to defend, indemnify, pay hold the Indemnitee harmless and hold Lender, and to indemnify the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Indemnitee from and against any and all other liabilitiesexpenses, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind losses reasonably incurred or nature whatsoever (including, without limitation, suffered by the reasonable fees and disbursements of counsel for such Indemnitees Indemnitee in connection with any investigativeaction, suit or proceeding, whether civil, criminal, administrative or judicial proceeding commenced investigative, asserted against, imposed upon, or threatened, whether incurred or not such Indemnitees shall be designated a party theretosuffered by the Indemnitee (including reasonable attorney’s fees and expenses), that directly or indirectly, resulting from, based upon, arising out of or relating to (i) serving as a director nominee; (ii) being a “participant in a solicitation” (as defined in the rules and regulations under the Securities Exchange Act of 1934, as amended) in connection with the Corporation’s solicitation of proxies for the 2010 annual meeting of stockholders of the Corporation; or (iii) being otherwise involved in the Corporation’s solicitation of proxies for the 2010 annual meeting of stockholders of the Corporation as a nominee of the Indemnifying Party (such actions, suits or proceedings, collectively, the “Covered Actions”; the activities described in clauses (i) through (iii), collectively, the “Covered Activities”), for so long as he is a candidate for election (but not a director of the Corporation) (the “Indemnification Period”), or thereafter with respect to claims relating to the Indemnification Period. The indemnification and advance payment of expenses as provided by any provision of this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be imposed onentitled under any provision of law, incurred by the Corporation’s Amended and Restated Certificate of Incorporation or asserted against the IndemniteesAmended and Restated Bylaws, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document vote of stockholders or instrument executed and delivered by Borrower in connection herewithdisinterested directors, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementotherwise.

Indemnity. Borrower hereby agrees to defend, indemnify, pay and hold Lender, indemnify the Agent Indemnitees and the agents Lender Indemnitees and affiliates of to hold the Agent Indemnitees and the Lender (collectively, the "Indemnitees") Indemnitees harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered or incurred by the Agent Indemnitees and all the Lender Indemnitees (including reasonable attorneys fees and reasonable legal expenses) arising out of or related to this Agreement or any of the other liabilitiesLoan Documents, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses the performance by Agent or Lenders of their duties or the exercise of any kind of their rights and remedies hereunder, or nature whatsoever the result of Borrower's or any of its Subsidiary's failure to observe, perform or discharge Borrower's or any such Subsidiary's duties hereunder or under any of the Loan Documents. In addition, Borrower shall also indemnify and defend the Agent Indemnitees and the Lender Indemnitees against and save the Agent Indemnitees and the Lender Indemnitees harmless from all Claims of any Person with respect to the Collateral. Without limiting the generality of the foregoing, these indemnities shall extend to any Claims asserted against the Agent Indemnitees and the Lender Indemnitees by any Person under any Environmental Laws or similar laws by reason of Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured by the net income of the Agent Indemnitees and the Lender Indemnitees, but including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativeintangibles tax, administrative stamp tax, recording tax or judicial proceeding commenced or threatened, whether or not such Indemnitees franchise tax) shall be designated a party thereto)payable by Agent, that may be imposed on, incurred any Lender or by Borrower or asserted against any of its Subsidiaries on account of the Indemnitees, in any manner arising out Borrower's breach execution or delivery of or default under this Agreement, or the execution, delivery, issuance or recording of any of the other agreementLoan Documents, document or instrument executed the creation of any of the Obligations, by reason of any Applicable Law now or hereafter in effect, Borrower will pay (or will promptly reimburse Agent and delivered by Borrower each Lender for the payment of) all such Taxes, including, without limitation, any interest and penalties thereon, and will indemnify and hold Agent Indemnities and Lender Indemnities harmless from and against all liability in connection herewith, the agreement of Lender therewith. The foregoing indemnities shall not apply to make the Loan under this Agreement or the use or intended use protect any of the proceeds Agent Indemnitees or Lender Indemnitees for the consequences of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that any Agent Indemnitee as determined by a court of competent jurisdiction or Lender Indemnitee or in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative respect of any law claims between or public policyamong any Lender, Borrower shall contribute the maximum portion that it is permitted to pay Lenders and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementAgent.

Indemnity. Borrower hereby agrees to defend, indemnify, pay Distributor shall indemnify and hold LenderEvolucia Europe officers, and the agents directors, advisors and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilitiesthird party claim, obligationssuit, lossesaction, damagesliability, penaltiesdemand, actions, judgments, suits, claims, disbursements, costs and expenses of any kind cost or nature whatsoever expense (including, without limitationbut not limited to, the court costs and reasonable fees and disbursements of counsel for such Indemnitees attorney's fees) resulting from or arising in connection with (i) any investigativeaspect of Distributor’s business that does not relate to distribution of the Products; (ii) the use of Evolucia’s Intellectual Property otherwise than in strict accordance with the terms hereof; (iii) the acts, administrative errors, representations, misrepresentations, willful misconduct or judicial proceeding commenced or threatenednegligence of Distributor, whether or not such Indemnitees shall be designated a party thereto)its subcontractors, that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreementemployees, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, agents; (iv) the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of Distributor or any claim based upon a breach by Distributor of its representations, warranties or obligations set forth herein; provided, however, that Indemnitee as determined by a court Evolucia Europe shall in every instance refrain from making an admission of competent jurisdiction liability, shall give to Distributor prompt written notice of any claim made, shall assist in a final, non-appealable orderthe defense of any such claim in accordance with this Section 12 and shall refrain from proposing or entering into any compromise or settlement of such claim without the written consent of Distributor. To the extent that the undertaking to indemnify, pay Evolucia Europe shall indemnify and hold Distributor officers, directors, advisors and affiliates harmless from and against any third party claim, suit, action, liability, demand, cost or expense (including, but not limited to, court costs and reasonable attorney's fees) resulting from or arising in connection with (i) the use of Evolucia’s Intellectual Property in strict accordance with the terms hereof; (ii) any claim based upon a breach by Evolucia Europe of its representations, warranties or obligations set forth herein; provided, however, that Distributor shall in every instance refrain from making an admission of liability, shall give to Evolucia Europe prompt written notice of any claim made, shall assist in the preceding sentence may be unenforceable because it is violative defense of any law such claim in accordance with this Section 12 and shall refrain from proposing or public policy, Borrower shall contribute entering into any compromise or settlement of such claim without the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction written consent of all indemnified liabilities incurred by the Indemnitees or any of themEvolucia Europe. The provisions of the undertakings and indemnification set out in this Section 7 12 shall survive satisfaction with full force and payment of the Borrower's Obligations and effect after the termination or expiration of this Agreement.

Indemnity. Borrower hereby agrees The Contractor must indemnify the State for all liability and expense resulting from bodily injury to defendany person (including injury resulting in death), indemnifydamage to tangible or real property, pay or disclosure of State data including personally identifiable information and hold LenderState sensitive information arising out of the performance of this Contract, provided that such bodily injury, property damage, or disclosure is due to the negligence or other tortious conduct of the Contractor, its employees, agents, or subcontractors. The Contractor will not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of the State, its employees, other contractors, or agents. The Contractor will indemnify the State against any third-party claim that its valid use of the Software under its entitlement infringes a third party's patent, copyright or registered trademark (the “IP Claim”). The Contractor will indemnify the State against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that the State: (a) promptly notifies the Contractor in writing of the IP Claim; (b) fully cooperates with the Contractor in the defense of the IP Claim; and (c) grants the Contractor the right to control the defense and settlement of the IP Claim, and any subsequent appeal, upon consultation with and approval of the agents Ohio Attorney General. The Contractor will have no obligation to reimburse the State for attorney fees and affiliates costs incurred prior to the Contractor's receipt of Lender (collectivelynotification of the IP Claim. The State, at its own expense, may retain its own legal representation. If an IP Claim is made and prevents the State’s exercise of the Usage Rights, the "Indemnitees"Contractor will either procure for the State the right to continue using the Software or replace or modify the Software with functionality that is at least equivalent. Only if the Contractor determines that these alternatives are not reasonably available, the Contractor may terminate the State’s Usage Rights granted under this Contract upon written notice to the State and will refund to the State a prorated portion of the fee paid by the State for the Software for the remainder of the unexpired Usage Term. The Contractor has no obligation to indemnify with respect to any IP Claim based on: (a) harmless from and against compliance with any and all other liabilitiesdesigns, obligationsspecifications, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses or requirements the State provided or a third party provided on the State’s behalf; (b) the State’s modification of any kind Software or nature whatsoever modification by a third party; (c) the amount or duration of use made of the Software, revenue earned by the State, or services offered by the State; (d) combination, operation, or use of the Software with non-Contractor products, software or business processes unless (1) the combination is of a type reasonably contemplated for such product, software or business process; (2) the product, software or business process forms a material part of the IP Claim, and (3) the infringement could not be reasonably avoided by an alternative combination (a “Covered Combination”). Contractor shall only be responsible for its respective pro-rata share of calculable damages based on the value of Contractor’s contribution into the Covered Combination relative to the total value of the Covered Combination (including, without limitation, the reasonable fees value contributed by other vendors or the State); (e) the State’s failure to modify or replace the Software as required by the Contractor; or (f) any Software provided on a no charge, beta or evaluation basis. This section states the Contractor’s entire obligation and disbursements of counsel for such Indemnitees in connection with the State’s exclusive remedy regarding any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted IP Claims against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementState.

Indemnity. Borrower hereby agrees to defend, indemnify, pay and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in In connection with any investigativeaction taken by Mortgagee pursuant to this Mortgage, administrative neither Mortgagee nor any Indemnified Person shall be liable for any Loss sustained by Mortgagor, including those resulting from (a) any assertion that Mortgagee or judicial proceeding commenced any Indemnified Person received funds from the operations of the Mortgaged Property claimed by third Persons, or threatened(b) any act or omission of Mortgagee or such Indemnified Person in administering, managing, operating or controlling the Mortgaged Property, including in either case such Loss as may result from the ordinary negligence of Mortgagee or such Indemnified Person or which may result from strict liability, whether under applicable law or not otherwise, unless such Indemnitees shall be designated a party thereto), that may be imposed on, incurred Loss is caused by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee Mortgagee or such Indemnified Person, nor shall Mortgagee or such Indemnified Person be obligated to perform or discharge any obligation, duty or liability of Mortgagor. Mortgagor shall and does hereby agree to indemnify Mortgagee and each Indemnified Person for, and to hold Mortgagee and each such Indemnified Person harmless from, any and all Losses which may or might be incurred by Mortgagee or any Indemnified Person by reason of this Mortgage or the exercise of rights or remedies hereunder, including such Losses as determined by a court may result from the ordinary negligence of competent jurisdiction in a finalMortgagee or any Indemnified Person or which may result from strict liability, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy whether under applicable law or otherwise, unless such Loss is caused by the gross negligence or willful misconduct of Mortgagee or such Indemnified Person. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO MORTGAGEE AND EACH INDEMNIFIED PERSON WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF MORTGAGEE, SUCH INDEMNIFIED PERSON OR ANY OTHER PERSON. Should Mortgagee or any Indemnified Person make any expenditure on account of any such Losses, the amount thereof, including costs, expenses and reasonable attorneys' fees, shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall be subject to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of Section 8.07(b) hereof. Mortgagor hereby assents to, ratifies and confirms any and all actions of Mortgagee with respect to the undertakings and indemnification set out in Mortgaged Property taken under this Mortgage. This Section 7 7.18 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementMortgage and the payment and performance of the Obligations.

Indemnity. Borrower Advertiser hereby agrees to defend, indemnify, pay indemnify and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") RAR harmless from and against any and all other liabilities, obligations, losses, damages, penaltiesexpenses, actions, judgments, suits, claims, disbursementsjudgments or proceedings of every kind and description, costs absolute and expenses contingent, including attorney’s fees, arising or resulting from Advertiser’s (i) breach of this Agreement; (ii) publication of any information submitted by Advertiser to RAR; or (iii) copyright infringement or similar act related to the content of any Advertisement. THIS AGREEMENT (the “Agreement”) is entered into on , 2021, by and between The Richmond Association of REALTORS®, Inc. and the Central Virginia Regional MLS, LLC (collectively “RAR”) (“Advertiser”), and provides as follows: ▇▇▇ agrees to sell and the Advertiser agrees to purchase advertising from time to time upon the terms and conditions set forth herein. Advertiser agrees that all advertising shall be governed in accordance with rules and regulations adopted by RAR, which may be amended from time to time. RAR shall have the absolute right, in its sole discretion, to accept or reject any advertising content it deems objectionable. Advertiser represents and warrants that all information submitted to RAR for publication shall be true and accurate in every aspect. The words REALTOR® and REALTORS® are collective membership marks that serve to identify members of the local, state and National Association of REALTORS®. Such marks must appear in all capital letters in any advertisement and may only be inserted in advertisements at RAR’s sole discretion. • Alcohol • Brokerages, agents, or real estate franchises • Cosmetic surgery/products • Energy supplements • Weapons • Gambling • Legal services that overtly encourage personal injury or compensation claims • Pharmaceuticals • Politics • Pornography • Tobacco • Weight loss • Wrestling Advertisers may not include specific offers of compensation, bonuses or referral fees in advertisements. Advertisers may reference affinity programs and bonuses in general with instructions to contact the Advertiser for program/ compensation details. If any advertisement contains an error or omission caused in whole or in part by the Advertiser or RAR, the Advertiser shall immediately notify RAR of the error or omission and provide the corrected or omitted information to RAR. If the error or omission was caused by RAR and such error or omission was material to the advertisement, then RAR shall (i) republish the advertisement at no cost to the Advertiser, or (ii) provide a partial or full refund (at RAR’s sole discretion) of the advertising fee. Selection of either option (i) or (ii) shall be at the sole discretion of RAR. In no event shall RAR, its subsidiaries, affiliates, officers or directors, be liable for any liquidated, consequential, compensatory or other monetary damages of any kind due to any such error(s) or nature whatsoever (includingomission(s) or be compelled to republish a corrected advertisement, 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 Indemnitees shall be designated if a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it refund is violative of any law or public policy, 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementpaid.

Indemnity. Borrower hereby agrees to defend, indemnify, pay and hold Lender, and In connection with the agents and affiliates of Lender (collectivelyEngagement, the "Indemnitees"Company hereby undertakes to AMC that if any of AMC, its affiliates, the respective directors, officers, agents, employees and representatives of AMC and its affiliates and each other person, if any, controlling AMC or its affiliates (each an “Indemnified Person”) harmless from and against incurs any and all other liabilitiesliability, obligations, lossesclaim (including third-party claims), damages, penaltiescost, actionsloss, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever expense (including, without limitation, the any reasonable fees legal fees, costs and disbursements expenses arising out of counsel for such Indemnitees or incurred in connection with any investigativeaction, administrative proceeding or judicial proceeding commenced investigation brought against any Indemnified Person in connection with the engagement or threatened, whether or not such Indemnitees shall be designated a party theretoany matter referred to herein), that may be imposed on, incurred by liability or asserted against the Indemnitees, in any manner damages arising out Borrower's breach of or default under this Agreementof, related to, or any other agreement, document or instrument executed and delivered by Borrower in connection herewithwith, the agreement of Lender to make the Loan under this Agreement services provided hereunder or the use or intended use engagement of AMC pursuant to, and the performance by AMC of the proceeds of any Loan under services contemplated by, this Agreement (collectivelyeach, a “Loss”), the "Indemnified Liabilities"); provided that Borrower Company shall have no obligation pay to AMC an Indemnitee amount equal to such Loss as soon as reasonably practicable upon request. AGBA Group Holding Limited September 19, 2023 No amount shall be payable by the Company hereunder with in respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as any Loss which is finally judicially determined by a court of competent jurisdiction to result primarily from the actual fraud, bad faith, wilful misconduct, or gross negligence (as interpreted under the laws of the State of New York) of any Indemnified Person in a finalconnection with providing the services under this Agreement. AMC shall provide written notice including details of the claim and any reasonable related supporting documentation not subject to any legal privilege (an “Indemnity Notice”) to the Company as promptly as practicable after receipt of written notice of any claim for which any Indemnified Person may seek indemnification or expense reimbursement hereunder; provided, non-appealable order. To however, that failure by AMC to so notify the Company in writing shall not relieve the Company from its obligations hereunder except to the extent the Company is prevented from timely defending the claim or is otherwise prejudiced as a result of a lack of timely notice. If any Indemnified Person is entitled to indemnification hereunder with respect to any action or proceeding for monetary damages brought by a third party (i.e., a party other than the Company or its affiliates), the Company shall, upon written notice to AMC promptly (and in any event within five (5) business days) after receipt by the Company of an Indemnity Notice, be entitled to assume the defence of any such action or proceeding with its elected counsel (which counsel shall be reasonably satisfactory to AMC) and at the Company’s sole cost and expense, provided however that you permit an Indemnified Person and counsel retained by such Indemnified Person at its expense to participate in such defence. For the avoidance of doubt, prior to the Company’s assumption of the defence of any such action or proceeding in writing in accordance with this paragraph, the Indemnified Person shall be entitled to conduct such defence, provided however that no Indemnified Person seeking indemnification or reimbursement hereunder will, without the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgement in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to herein for which indemnification or contribution may be sought against the Company hereunder. Notwithstanding the foregoing, in the event (a) the Company fails to promptly assume the defence and employ counsel reasonably satisfactory to AMC or (b) the Indemnified Person has been advised by counsel that there exist actual or potential conflicting interests between you or your counsel and such Indemnified Person, an Indemnified Person may employ separate counsel (in addition to local counsel) to represent or defend such Indemnified Person in such action or proceeding, and the Company agrees to pay the reasonable and documented fees and disbursements of such separate counsel; provided however that the undertaking Company will not, in connection with any one such action or proceeding, or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for fees and expenses of more than one separate firm of attorneys (in addition to indemnifyany local counsel). The Company will not, pay and hold harmless set forth without AMC’s prior written consent, settle or compromise or consent to the entry of any judgment in the preceding sentence any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be unenforceable because it is violative sought under this agreement, unless such settlement, compromise or consent includes an express and unconditional release of AMC and each other Indemnified Person from all liability and obligations arising therefrom and does not include any law or public policy, Borrower shall contribute admission of fault on the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction part of all indemnified liabilities incurred by the Indemnitees AMC or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementother Indemnified Person.

Indemnity. (a) The Borrower hereby agrees and the Guarantors jointly and severally agree to defend, indemnify, pay and hold Lenderharmless the Collateral Trustee , each Pari Passu Lien Representative, each Pari Passu Lien Secured Party and each of their respective Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the agents and affiliates of Lender (collectivelyforegoing, the "Indemnitees"an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have provided, no obligation Indemnitee will be entitled to an Indemnitee indemnification hereunder with respect to any Indemnified Liabilities directly Liability to the extent such Indemnified Liability is found by a final and solely resulting nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. such Indemnitee. (b) All amounts due under this Section 7.10 will be payable upon demand. (c) To the extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence Section 7.10(a) may be unenforceable in whole or in part because it is violative of they violate any law or public policy, the Borrower shall and each of the Guarantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions . (d) Neither the Borrower nor any Guarantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Pari Passu Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Borrower and each of the undertakings Guarantors hereby forever waives, releases and indemnification agrees not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) Without limiting the agreements set forth in 7.10(d) above, in no event shall the Collateral Trustee be responsible or liable to any person for lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Pari Passu Lien Document or any agreement or instrument or transaction contemplated hereby. (f) The agreements in this Section 7 shall 7.10 will survive satisfaction and payment repayment of the Borrower's Obligations and all other Pari Passu Lien Obligations, the termination of this AgreementAgreement and any removal or resignation of the Collateral Trustee.

Indemnity. Borrower hereby Seller, on behalf of itself and its successors and assigns, ▇▇▇▇▇▇ agrees to defend, indemnify, pay defend and hold Lenderharmless City, its Agents and the agents their respective successors and affiliates of Lender (collectivelyassigns, the "Indemnitees") harmless from and against any and all other liabilities, obligationsclaims, lossesdemands, damages, liens, costs, penalties, actionslosses and expenses, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees attorneys' and disbursements consultants' fees, resulting from any material misrepresentation or material breach of counsel for such Indemnitees warranty or material breach of covenant made by Seller in this Agreement or in any document, certificate, or exhibit given or delivered to City pursuant to or in connection with this Agreement. The foregoing indemnity includes, without limitation, costs incurred in connection with the investigation of site conditions and all activities required to locate, assess, evaluate, remediate, cleanup, remove, contain, treat, stabilize, monitor or otherwise control any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees Hazardous Material. All of Seller’s representations that are deemed to be made as of Closing shall be designated deemed to be revised pursuant to any information disclosed by or on behalf of Seller in any update prior to or as of the Closing. In the event any such update discloses changes to the representations and warranties set forth in Section 8.1, then it shall not be a party thereto)default by Seller hereunder. In addition, to the extent City has actual knowledge, or is deemed to have knowledge as set forth below, prior to the expiration of the Due Diligence Period, that may be imposed onany representations or warranties made by Seller are inaccurate, incurred by untrue or asserted against the Indemnitees, incorrect in any manner arising out Borrower's breach way, if City nonetheless proceeds to Closing hereunder, such representations and warranties shall be deemed modified to reflect such actual knowledge (or deemed knowledge) of City and such inaccuracy, untruth or default under incorrectness shall not constitute a failure of the condition to Closing set forth in Section 5.1. For purposes of this Agreement, City shall be deemed to have knowledge of any inaccuracy, untruth or incorrectness in the representations or warranties made by Seller if such inaccuracy, untruth or incorrectness is revealed by (i) any document or information identified on any of the exhibits and/or schedules attached to this Agreement, and/or any due diligence activities conducted by City, or (ii) any of the Documents, or (iii) any other agreementdocument, document plat or instrument executed other writing disclosing information first learned of by Seller after the date hereof that, within five (5) business days after Seller’s learning of the same and delivered at least two (2) business days prior to the expiration of the Due Diligence Period, is made available by Borrower Seller to City (by any method permitted hereunder). Notwithstanding anything set forth in connection herewiththe foregoing provisions or elsewhere in this Agreement but subject to this Section 8.2, Seller shall not be relieved from any liability for, and City retains all rights and remedies for and in respect of, any fraud or intentional misrepresentation by Seller. The indemnification provisions of this Section shall survive beyond the Closing, or, if title is not transferred pursuant to this Agreement, beyond any termination of this Agreement. Such indemnification provisions shall survive for twelve (12) months beyond the Closing Date. Anything in this Agreement to the contrary notwithstanding, the agreement maximum aggregate liability of Lender Seller for breaches of representations and warranties shall be limited as set forth below. In the event that Seller breaches any of its representations, warranties and/or covenants (as the same may be updated), and such breach shall continue for ten (10) business days after City gives notice thereof to make Seller, City’s sole and exclusive remedy shall be the Loan under this Agreement or right to pursue a claim against Seller for City’s actual monetary damages resulting from such breach, which may in no event exceed the use or intended use of the proceeds of any Loan under this Agreement Cap (collectively, the "Indemnified Liabilities"as defined below); provided that Borrower that, in no event shall Seller have no obligation any liability to City unless City files an Indemnitee hereunder action with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.within twelve

Indemnity. Borrower (a) Except for the fee, tax, cost and expense allocations expressly set forth in other provisions of this Agreement, Innophos hereby agrees to defend, indemnify, pay defend and hold Lender, harmless PCS and the agents each of its Affiliates and affiliates of Lender Representatives (collectively, the "“Indemnitees") harmless ”), from and against any and all other claims, demands, complaints, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) arising from, relating to, or in connection with, the receipt of any kind Service by Innophos or nature whatsoever (including, without limitation, the reasonable fees and disbursements any of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, its Affiliates or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, Person receiving such Service (not the agreement of Lender to make the Loan under this Agreement or the use or intended use provision of the proceeds Services by PCS (or an Affiliate or Third Party Service Provider designated by PCS)), except to the extent that such Damages were caused by (i) acts or omissions of any Loan under this Agreement PCS (collectivelyor an Affiliate or Third Party Service Provider designated by PCS), which acts or omissions are the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from result of the gross negligence negligence, fraud or willful misconduct of that PCS (or an Affiliate or Third Party Service Provider designated by PCS), in which case, such Indemnitee as determined by a court shall not be entitled to the benefits of competent jurisdiction in a final, non-appealable order. To this Section 5.03(a) to the extent that such Damages were caused by such gross negligence, fraud or willful misconduct of PCS (or an Affiliate or Third Party Service Provider designated by PCS), or (ii) the undertaking negligence of PCS (or an Affiliate or Third Party Service Provider designated by PCS) to the extent provided under the heading “Sulfuric Acid Tank Equipment Maintenance and Operation” on Annex A. For the avoidance of doubt, Innophos shall not be required to indemnify PCS for any amounts payable by PCS to Innophos as Damages pursuant to a claim by Innophos against PCS under this Agreement. (b) Except for the fee, tax, cost and expense allocations expressly set forth in other provisions of this Agreement, PCS hereby agrees to indemnify, pay defend and hold harmless set forth Innophos and each of its Affiliates and Representatives from and against any and all Damages to the extent arising from, relating to or in connection with the preceding sentence may be unenforceable because it is violative (i) gross negligence, fraud, willful misconduct of PCS (or an Affiliate designated by PCS), and (ii) negligence of PCS (or an Affiliate designated by PCS) to the extent provided under the heading “Sulfuric Acid Tank Equipment Maintenance and Operation” on Annex A (including the direct, actually-incurred costs of any law clean-up or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law remediation of environmental contamination to the payment extent resulting from such negligence, it being acknowledged, agreed and satisfaction of all indemnified liabilities incurred by the Indemnitees understood that Innophos, its Affiliates and its Representatives shall not be entitled to recover any other special, incidental, indirect or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementconsequential damages resulting from such negligence).

Indemnity. Borrower hereby Each Pledgor jointly and severally agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Collateral Agent and each other Secured Party and their respective successors, and the assigns, employees, agents and affiliates of Lender (individually an “Indemnitee”, and collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this Agreement any other Credit Document (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall the Collateral Agent hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this Article are unenforceable for any reason, Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of each Pledgor contained in this Article shall continue in full force and effect notwithstanding the occurrence of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementTermination Date.

Indemnity. In addition to the payment of expenses pursuant to Section --------- 9.2, whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby agrees to defend, indemnify, pay and hold Lendereach of the Lenders, and any holder of any of the agents Notes, and each of their respective officers, directors, employees, agents, representatives and affiliates of Lender (collectively, collectively called the "Indemnitees") ), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts, costs expenses and expenses 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 Indemnitees Indemnitee shall be designated as a party thereto), that which may be suffered by, imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out Borrower's breach of or default under this Agreement, or any the other agreement, document or instrument executed and delivered by Borrower in connection herewithLoan Documents, the agreement of Lender Lenders' agreements to make the Loan under this Agreement Loans or the use or intended use of any of the proceeds of any Loan under this Agreement the Loans hereunder (collectively, the "Indemnified Liabilitiesindemnified liabilities"); provided provided, however, that the Borrower shall have no -------- ------- obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly indemnified liabilities to the extent such liabilities are finally and unappealably judicially determined by a court of competent jurisdiction to have resulted solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby The Company agrees to defend, indemnify, pay and hold Lender, harmless the Collateral Agent and each of the other Secured Parties and the officers, directors, employees, agents and affiliates Affiliates of Lender the Collateral Agent and each of the other Secured Parties (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts (including, costs and 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 proceeding, commenced or threatened, whether or not such Indemnitees Indemnitee shall be designated a party thereto), that ) which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, the Purchase Agreements, the Securities, the Preferred Stock, the Certificate of Designation any other collateral document or any other agreementdocument evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Company in this Agreement, the Purchase Agreements, the Securities, the Preferred Stock, other collateral document or instrument executed and delivered by Borrower in connection herewith, any other document evidencing the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement Secured Obligations) (collectively, the "Indemnified Liabilities"); provided provided, however, that Borrower no Company shall have no any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Company 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 Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower The Pledgor hereby agrees to defend, indemnify, pay and hold Lender, indemnify the Agent and the Lender and their respective directors, officers, employees, affiliates and agents and affiliates of Lender (collectivelycollective, the "IndemniteesIndemnified Persons") against, and agrees to hold each such Indemnified Person harmless from and against from, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsdamages and liabilities, costs including claims brought by any governmental or regulatory agency, account debtor or other obligor of the Pledgor, and expenses related reasonable expenses, including reasonable counsel fees and expenses, incurred by such Indemnified Person arising out of any kind claim, litigation, investigation or nature whatsoever proceeding (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 Indemnitees shall be designated Indemnified Person is a party thereto), ) relating to the transaction that may be imposed on, incurred by or asserted against is the Indemnitees, in any manner arising out Borrower's breach subject of or default under this Agreement, the Credit Agreement and the Guaranty or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, interest the agreement of Lender to make the Loan under this Agreement Agent or the use Lender has in any Collateral or intended use of any action the proceeds of any Loan under this Agreement (collectively, Agent or the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder Lender takes with respect to Indemnified Liabilities directly and solely resulting the Collateral; provided, however, that such indemnity shall not apply to any such losses, claims, damages, or liabilities or related expenses arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of themsuch Indemnified Person. The provisions agreements of the undertakings and indemnification set out Pledgor in this Section 7 24 shall survive satisfaction and payment be in addition to any liabilities that the Pledgor may otherwise have. All amounts due under this Section 24 shall be payable as incurred within thirty (30) days following written demand therefor accompanied by a detailed description of the Borrower's Obligations losses, claims, damages, liabilities and expenses claimed. Each Indemnified Person shall promptly notify the Pledgor in writing upon receipt by such Indemnified Person of notice of any action against or involving such Indemnified Person with respect to which indemnity may be sought hereunder. The Pledgor shall have the right, by written notice to the Indemnified Person, to control the defense of any such action with counsel approved by such Indemnified Person, which approval shall not be unreasonably withheld or delayed; provided that upon 30 days prior written notice, the Indemnified Person who is the subject of such indemnified claim which is an indemnified liability may elect to defend, using a law firm selected by such Indemnified Person, any such claims, loss, action, legal or administrative proceeding at the cost and expense of the Pledgor, subject to the reasonable approval of the Pledgor (which approval shall not be unreasonably withheld or delayed) if, in the reasonable judgment of such Indemnified Person there is a conflict of interest between the Indemnified Person and the termination Pledgor relating to such lawsuit, action, legal or administrative hearing and such Indemnified Person reasonably concludes that there may be legal defense available to it different from those available to the Pledgor. If any Indemnified Person exercises its right to designate counsel pursuant to this section, all reasonable costs and expenses thereof shall be paid by the Pledgor in accordance with this Section 24; provided, however, that the Pledgor will not be required to pay the costs, fees, and expenses of this Agreementmore than one separate counsel for all Indemnified Persons in any single action or proceeding. The Pledgor shall not be liable to any Indemnified Person for any amounts (including any settlement amount) relating to any action settled without the Pledgor's prior written consent.

Indemnity. Borrower hereby agrees to defend, indemnify, pay 19.1 The Subscriber will indemnify and hold Lenderharmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and the agents and affiliates of Lender (collectivelyshareholders, the "Indemnitees") harmless from and against any and all other liabilitiesloss, obligationsliability, lossesclaim, damagesdamage and expense whatsoever (including, penaltiesbut not limited to, actions, judgments, suits, claims, disbursementsany and all fees, costs and expenses of whatsoever reasonably incurred in investigating, preparing or defending against any kind or nature whatsoever (includingclaim, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativelawsuit, administrative proceeding or judicial proceeding investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, whether the Questionnaires, as applicable, or not such Indemnitees shall be designated a party theretoin any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect, or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith. ▇▇▇▇▇▇▇.▇▇▇ Corporation (the “Issuer”) Private Placement of Subscription Receipts The undersigned (the “Subscriber”) hereby confirms that it has deposited US$__________ (the “Escrowed Funds”) in trust with ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Escrow Agent”) for the purchase of the number of Subscription Receipts of the Issuer (the “Subscription Receipts”), as set out in the attached Subscription Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Subscription Agreement. The Subscriber acknowledges and agrees that may be imposed onthe Escrow Agent acts as legal counsel for the Issuer. For greater certainty, incurred by or asserted against the Indemnitees, Escrow Agent in no way represents the interests of the Subscriber in any manner arising out Borrower's breach of or default under this Agreement, or for any other agreement, document or instrument executed and delivered by Borrower in connection herewith, purpose whatsoever. The Subscriber confirms that it has had the agreement of Lender opportunity to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder consult with its own legal counsel with respect to Indemnified Liabilities directly the purchase and solely resulting from any potential resale of the gross negligence or willful misconduct Subscription Receipts and the Shares issuable on conversion of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderthe Subscription Receipts. To In the extent event that the undertaking Escrow Release Condition is satisfied prior to indemnifythe Escrow Deadline, pay the Subscriber hereby expressly and hold harmless set forth irrevocably authorizes and directs the Escrow Agent to immediately release and deliver the Escrowed Funds to the Issuer, without any further notice to the Subscriber. EXECUTED by the Subscriber this day of , 2014. Signature of Authorized Signatory Signature Name of Entity Print or Type Name Type of Entity Name and Position of Signatory TO: ▇▇▇▇▇▇▇.▇▇▇ Corporation (the “Issuer”) RE: Purchase of Subscription Receipts (the “Subscription Receipts”) of the Issuer Capitalized terms used in this Canadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the preceding sentence may Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit B is attached. In connection with the purchase by the Subscriber (being the undersigned, or if the undersigned is purchasing the Subscription Receipts as agent on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be unenforceable because it is violative referred herein as the “Subscriber”) of any law or public policythe Subscription Receipts, Borrower shall contribute the maximum portion that it is permitted to pay Subscriber hereby represents, warrants and satisfy under applicable law certifies to the payment Issuer that the Subscriber: (i) is purchasing the Subscription Receipts as principal (or deemed principal under the terms of National Instrument 45-106 - Prospectus and satisfaction of all indemnified liabilities incurred Registration Exemptions adopted by the Indemnitees Canadian Securities Administrators (“NI 45-106”)); (A) is resident in or any is subject to the laws of them. The provisions one of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.following (check one): . Alberta .New Brunswick . ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ . British Columbia .Nova Scotia . Quebec . Manitoba .Ontario . Saskatchewan

Indemnity. (a) Borrower hereby agrees to defend, indemnify, pay shall indemnify and hold LenderAgent and each Lender harmless, and whether or not the agents and affiliates of Lender (collectivelytransactions contemplated hereby have been consummated, the "Indemnitees") harmless from and against any and all other liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs liabilities and expenses of any kind or nature whatsoever (including, without limitation, the reasonable attorneys' fees and disbursements of counsel for such Indemnitees in connection with disbursements, including those incurred upon any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that appeal) which may be imposed on, incurred by instituted or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, incurred by Agent or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, Lender as the agreement result of Lender to make its having entered into any of the Loan under this Agreement Documents or the use Ancillary Agreements or intended use of the proceeds of any Loan under this Agreement (collectivelyextended credit hereunder; PROVIDED, the "Indemnified Liabilities"); provided HOWEVER, that Borrower shall have no obligation not be liable for such indemnification to an Indemnitee hereunder with respect such indemnified Person to Indemnified Liabilities directly and solely resulting the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from the such indemnified Person's gross negligence or willful misconduct or any breach by Agent or any Lender of any of its obligations under the Loan Documents. (a) Borrower understands that Indemnitee as determined in connection with Lenders' arranging to provide the LIBOR Rate interest option with respect to the Revolving Credit Loan from time to time at the option of the Borrower on the terms provided herein, Lenders may enter into funding arrangements with third parties ("Funding Arrangements") on terms and conditions which could result in substantial losses to such Lenders if such LIBOR Rate funds do not remain outstanding at the interest rates provided herein for the entire monthly interest period with respect to which the LIBOR Rate has been fixed. Consequently, in order to induce Lenders to provide such LIBOR Rate option on the terms provided herein and in consideration for the entering into by a court Lenders of competent jurisdiction Funding Arrangements from time to time in a finalcontemplation thereof, non-appealable order. To if any LIBOR Rate funds are repaid in whole or in part prior to the extent that last day of such monthly interest period therefor (whether such repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the undertaking to indemnifyresult of acceleration, pay by operation of law or otherwise), Borrower shall indemnify and hold harmless set forth each Lender from and against and in the preceding sentence may be unenforceable because it is violative respect of any law and all losses, costs and expenses resulting from, or public policyarising out of or imposed upon or incurred by such Lender by reason of the liquidation or reemployment of funds acquired or committed to be acquired by such Lender to fund such LIBOR Rate Option pursuant to the Funding Arrangements. The amount of any losses, costs or expenses resulting in an obligation of Borrower to make a payment pursuant to the foregoing sentence shall not include any losses attributable to lost profit to Lenders but shall represent the excess, if any, of (A) such Lender's cost of borrowing the LIBOR Rate funds pursuant to the Funding Arrangements over (B) the return to such Lender on its reinvestment of such funds; PROVIDED, HOWEVER, that if any Lender terminates any Funding Arrangements in respect of the LIBOR Rate funds as a result of any repayment of LIBOR Rate Loans by Borrower prior to the end of any monthly interest period, the amount of such losses, costs and expenses shall include the cost to such Lender of such termination. In reinvesting any funds borrowed by any Lender pursuant to the Funding Arrangements, such Lender shall take into consideration the remaining maturity of such borrowings. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to the next preceding sentence, and such calculation shall be binding on the parties hereto unless Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction object thereto in writing within ten Business Days of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementreceipt thereof.

Indemnity. Borrower hereby agrees to defend, indemnify, pay To the extent permitted by law and hold Lender, and the agents and affiliates of Lender (collectivelynotwithstanding anything else in this Agreement, the "Indemnitees") harmless from Executive Search Provider releases and against any indemnifies and will keep indemnified UTS and each UTS Entity and their respective agents, officers and employees against: all other liabilitiesdamage, obligationsliability, lossesclaims, damagesdemands, proceedings, actions, penalties, actionsexpenses and costs (including but not limited to GST and legal fees on a client and solicitor basis and costs of defence or settlement) (Loss) which is related to, judgmentsarises out of, suitsor is in any way associated with any breach of this Agreement or any negligent, claimswilful or wrongful act or omission of the Executive Search Provider or its Personnel in providing the Services under this Agreement. However, disbursementsthis indemnity does not apply to the extent that any Loss arises from any matters which have resulted from the negligent, wilful or wrongful acts or omissions of UTS or a UTS Entity; and any liability, costs and expenses or claims relating to the payment of any kind Employment Benefits made against UTS or nature whatsoever (includingany UTS Entity by the Executive Search Provider or any of its Personnel and any taxes, without limitationlevies or costs in relation to those Employment Benefits. The Executive Search Provider indemnifies and will keep indemnified UTS and each UTS Entity and their respective officers, employees and agents against any Loss which is related to, arises out of, or is in any way associated with any obligation on UTS to provide Employment Benefits to and in respect of any of its Personnel. The Executive Search Provider must promptly provide written notice to UTS of any event or circumstances in relation to the reasonable fees provision of the Services that may result in a claim against the Executive Search Provider or UTS or a UTS Entity. The Executive Search Provider must provide UTS with all documents and disbursements information requested by UTS in relation to any such claims and keep UTS fully informed of counsel for such Indemnitees all developments in connection with any investigative, administrative such claims. Each indemnity in this Agreement survives its termination or judicial proceeding commenced expiry. Intellectual Property The Executive Search Provider assigns to UTS all Intellectual Property created by or threatenedon behalf of the Executive Search Provider or its Personnel, whether alone or not such Indemnitees shall be designated with a third party thereto), that may be imposed on, incurred by or asserted against in the Indemniteescourse of, in any manner connection with providing or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of Services, including where created: using to any Loan under this Agreement (collectivelyextent UTS property, computer systems, resources or Confidential Information; and/or outside working hours or outside the "Indemnified Liabilities"); provided UTS premises, The Executive Search Provider agrees that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that Contract Intellectual Property contains pre-existing Intellectual Property owned or licensed by the undertaking to indemnifyExecutive Search Provider or its Personnel, pay and hold harmless set forth which was not created in the preceding sentence course of, in connection with providing or arising out of the Services, the Executive Search Provider or its relevant Personnel (as the case may be unenforceable because be) hereby provides UTS with a perpetual, irrevocable, transferable and royalty free licence (including the right to sublicense) to use, reproduce, publish, transmit, communicate, modify and adapt this pre-existing Intellectual Property for the purpose of obtaining the full benefit of the Contract Intellectual Property and the Services. The Executive Search Provider must ensure that it is violative and its Personnel do not use any Intellectual Property licensed or otherwise supplied by UTS to the Executive Search Provider or its Personnel or Contract Intellectual Property for any purpose other than providing the Services to UTS. The Executive Search Provider warrants that any Intellectual Property supplied by the Executive Search Provider for the purpose of providing the Services and its use by UTS or any UTS Entity does not and will not infringe the Intellectual Property rights of any law third party. The Executive Search Provider indemnifies and will keep indemnified UTS and each UTS Entity and their agents, officers and employees against all damage, liability, claims, demands, proceedings, actions, penalties, expenses and costs (including but not limited to GST and legal fees on a client and solicitor basis and costs of defence or public policysettlement) which is related to, Borrower shall contribute the maximum portion arises out of, or is in any way associated with any claim that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred any Intellectual Property assigned, licensed or otherwise supplied by the Indemnitees Executive Search Provider or its Personnel to UTS or any UTS Entity or its use by UTS or any UTS Entity infringes the Intellectual Property rights of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementany third party.

Indemnity. Borrower hereby agrees 5.1 If one or more of the representations and warranties contained in this Agreement by a Party shall prove to defendbe untrue in any respect, indemnify, pay such Party shall indemnify and hold Lenderharmless the other Parties from and against any and all amounts paid by any or all of such indemnitees to third parties (including, and the agents and but not limited to, affiliates of Lender such indemnified Parties) resulting from any such untruth or inaccuracy or from any such failure of performance, including, without limitation, any and all losses, claims, damages, liability, reasonable attorneys' and accountants' fees and costs, court costs, costs of appeal and other costs and expenses. 5.2 Any party that is entitled to an indemnification pursuant to this Section 5 (individually, an "Indemnitee" and collectively, the "Indemnitees") harmless from and shall promptly notify the indemnifying party (the "indemnitor") in the event an Indemnitee receives any summons or any other written official or unofficial notice or threat of litigation alleging that they (or any party comprising the Indemnitees) may be liable for any matter with respect to which the foregoing indemnities relate. In the event litigation is instituted against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitationthe Indemnitees with respect to the indemnified matter, the reasonable fees and disbursements Indemnitor shall have the right, within ten business days of having received such notice, to select counsel for such which will represent each of the defendant Indemnitees in connection with any investigativesuch litigation, administrative or judicial proceeding commenced or threatenedprovided that such counsel is reasonably acceptable to the Indemnitees. In the event such counsel is not selected by the Indemnitor pursuant to the preceding sentence, whether or not such the Indemnitees shall have the right to select their own counsel whose reasonable fees and expenses shall be designated a party thereto)paid or reimbursed as required hereinabove by the Indemnitor, that as its obligations may be imposed on, incurred by or asserted against pursuant to the Indemnitees, in any manner arising out Borrower's breach foregoing provisions of or default under this Agreement, or . The Indemnitor may pursue any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender litigation relating to make the Loan under this Agreement or the use or intended use any of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation foregoing indemnified matters to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined final determination by a court of competent jurisdiction in a finaljurisdiction, non-appealable and expressly reserves the right, at its sole discretion, to appeal from any adverse judgment or order. To Provided the extent that lndemnitor is not in default of its obligations hereunder, no lndemnitee shall have any right to settle without the undertaking Indemnitor's express written approval. The Indemnitees agree to indemnify, pay cooperate with the lndemnitor and hold harmless set forth the lndemnitor's counsel in connection with any such litigation. In the preceding sentence may be unenforceable because it is violative of event any law or public policy, 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 the Indemnitees or Indemnitee breaches any of them. The the provisions of this Section, the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment obligations of the Borrower's Obligations and the termination of this Agreementlndemnitor as to that Indemnitee (but not as any other Indemnitee) shall automatically terminate.

Indemnity. Borrower hereby agrees to defend, indemnify, pay Trustor shall indemnify and hold Lender, Beneficiary and the agents and affiliates of Lender (collectively, the "Indemnitees") other Indemnified Parties harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs Hazardous Substance Claims and expenses of Losses. Any amounts paid or required to be paid by any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees Hazardous Substance Claims and Losses (a) shall be designated a party theretodue and payable by Trustor to such Indemnified Party within five (5) days of such Indemnified Party’s demand (which demand shall be accompanied by evidence in reasonable detail of such amounts by the Indemnified Party); and (b) shall bear interest from the date such amounts are due and payable by Trustor at the Default Rate. Notwithstanding anything to the contrary contained in this Deed of Trust, that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default Trustor’s obligations under this AgreementParagraph 5.06 shall survive and remain effective (i) following the repayment of the obligations secured by this Deed of Trust and the reconveyance of the Property under this Deed of Trust; and (ii) following any foreclosure, deed in lieu of foreclosure, or similar proceeding through which Beneficiary or any other agreementPerson obtains title to the Property. Without limiting any of the terms of the Loan Documents, document each of the Indemnified Parties, in its reasonable discretion (x) shall have the right to select, retain and direct attorneys, accountants, consultants, and experts acceptable to such Indemnified Party to represent or instrument executed and delivered by Borrower advise it in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use with any of the proceeds Hazardous Substance Claims and Losses (provided, however, that each of the Indemnified Parties shall cooperate with Trustor to avoid any Loan under this Agreement unreasonable duplication of efforts and unnecessary costs and expenses, and until an Event of Default occurs, Trustor, subject to the reasonable approval of the Indemnified Parties, may hire and engage such parties and shall take the lead in all matters), and all reasonable out-of-pocket costs, fees expenses and advances made or incurred by such Indemnified Party in connection therewith shall be deemed to be included in the Hazardous Substance Claims and Losses; and (collectivelyy) following the occurrence of an Event of Default, the "Indemnified Liabilities"); provided that Borrower shall have no obligation the right to an Indemnitee hereunder with respect settle, compromise, adjust, and pay any or all of the Hazardous Substance Claims and Losses asserted against or incurred or suffered by it for such amounts and on such terms as the Indemnified Party may reasonably determine. Nothing contained in this Deed of Trust shall be deemed to obligate any Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted Party to pay any Hazardous Substance Claims and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementLosses.

Indemnity. Borrower hereby Each Pledgor agrees to defend, indemnify, pay and hold Lender, harmless Administrative Agent and each of the other Secured Parties and the officers, directors, employees, agents and affiliates Affiliates of Lender Administrative Agent and each of the other Secured Parties (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts (including, costs and 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 Indemnitees Indemnitee shall be designated a party thereto), that ) which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, any Interest Rate Agreement or any other agreementCredit Document (including, document or instrument executed and delivered without limitation, any misrepresentation by Borrower any Pledgor in connection herewiththis Agreement, the agreement of Lender to make the Loan under this any Interest Rate Agreement or the use or intended use of the proceeds of any Loan under this Agreement other Credit Document) (collectively, the "Indemnified Liabilitiesindemnified liabilities"); provided that Borrower no Pledgor shall have no any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly indemnified liabilities if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) of a court of competent jurisdiction that such indemnified liability arose from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower I hereby agrees to defend, indemnify, pay indemnify and hold Lenderthe School, its agents, representatives and educators harmless against any claim or demand arising from the agents death of or injury to my child or any loss of or damage to property, of whatsoever nature and affiliates howsoever sustained, including consequential loss, arising from or occasioned by my child's participation in school extracurricular activities, excursions, etc. I also agree that, if in the opinion of Lender (collectivelythe Principal of the School or his delegated deputy an emergency has arisen and medic al treatment be deemed necessary for my child, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses Principal of any kind the School or nature whatsoever his delegated deputy shall have the authority (including, without limitation, which is hereby delegated to the reasonable fees and disbursements of counsel for extent such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that delegation may be imposed onrequired) to consent to such medical treatment, incurred by including surgical intervention, on my behalf. I further accept that all precautions will be taken to ensure the safety and welfare of my child and that I will be held responsible for the payment of medical and/or hospital accounts where applicable. 1) Mother’s/Guardian Signature: _ __ 2) Father’s/Guardian Signature Signed and dated at _ _ _on this _ _ day, of _ _20__ _. Full name of pupil: Grade: Date of birth: Tel: Physical address: Address to drop child/children: Emergency drop off address in case you cannot be reached: Tel: Total amount to be paid per month: R The following information is required in the event of your child needing medical assistance Does your child have any allergies or asserted against the Indemniteeschronic illness: Yes _ No If Yes, please give details: Do you belong to a Medical Aid Scheme? If Yes, please provide Yes No Medical Aid Scheme: Membership number: Name and address of Employer: I, in any manner arising out Borrower's breach my capacity as parent/guardian of or default under this Agreementthe child, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to request that my child can make the Loan under this Agreement or the use or intended use of the proceeds INTERNATIONAL SCHOOL OF CORDOBA’S BUS SERVICE for the remainder of this year. I undertake to give the school one month notice should I wish to cancel this service. I hereby indemnify and absolve INTERNATIONAL SCHOOL OF CORDOBA, of any Loan under this Agreement (collectively, responsibility regarding loss or damage to any property or any injury to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting said pupil from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a finaltime he/she leaves home for the bus trip until he/she returns home, non-appealable orderwhile using the service. To the extent I acknowledge that the undertaking school expects all pupils to indemnifybehave appropriately. I hereby designate the principal of the school or anyone appointed by him to act is loco parentis on my behalf, pay and hold harmless set forth in should it be necessary, to procure medical or other assistance on my behalf and at my expense. Full name of Parent/Guardian: Signature and I.D Number Date 1. Parent will inform driver when and where the preceding sentence may child is supposed to be unenforceable because it dropped off. If for any reason another arrangement needs to be made for a few days please send a note with instructions to school. 2. The parent will inform the driver at least 30 minutes before pick-up time if the child is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay not attending. 3. The bus driver will follow his/her route and satisfy under applicable law time every-day according to the payment and satisfaction School’s convenience. 4. Bus fees are supposed to be paid on time on a monthly basis. 5. One month notice to be given if other transport arrangements have been made for the student. 6. Transport fees will not be billed pro rata. Fees are charged per month for the full month for the duration of all indemnified liabilities incurred by the Indemnitees or any service, irrespective of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementschool holidays.

Indemnity. Borrower hereby agrees The Borrowers agree to defendindemnify the Lenders and their respective directors, indemnifyofficers, pay employees, agents and hold Lender, controlling Persons and the directors, officers, employees, agents and affiliates of Lender such controlling Persons (collectively, “Indemnitees”) against, and to hold the "Indemnitees") Indemnitees harmless from and against from, any and all other liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, disbursementsliabilities, costs and expenses of any kind or nature whatsoever (including, without limitation, the including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, expenses) incurred by or asserted against the IndemniteesIndemnitees arising out of, in any manner arising out Borrower's breach of way connected with, or default under as a result of, the entering into this Agreement, or any other agreement, document or instrument executed making of Advances and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under Advance by the Borrowers; provided, however, that this Agreement indemnity shall not, as to any Indemnitee, apply to (collectivelyx) any such losses, claims, damages, liabilities, costs or expenses to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely extent resulting from the gross negligence or the willful misconduct of that such Indemnitee as finally determined by a court of competent jurisdiction or (y) a claim brought by any of the Borrowers against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder, if any Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction jurisdiction. Unless an Event of Default shall have occurred and be continuing, the Borrowers shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in a final, non-appealable order. To which case the extent that Borrowers shall not thereafter be responsible for the undertaking to indemnify, pay fees and hold harmless expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrowers’ election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the preceding sentence defense of such action, and the Borrowers shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Borrowers to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include the Borrowers and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be unenforceable because legal defenses available to it is violative of any law that are different from or public policy, Borrower shall contribute the maximum portion that it is permitted additional to pay and satisfy under applicable law those available to the payment and satisfaction Borrowers; (iii) the Borrowers shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of all indemnified liabilities incurred the institution of such action; or (iv) the Borrowers shall authorize such Indemnitee to employ separate counsel at the Borrowers’ expense. The Borrowers will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the Indemnitees settlement is entered into without the Borrowers’ consent, which consent may not be unreasonably withheld or any of themdelayed. The provisions of this paragraph and the undertakings and indemnification set out in other indemnity obligations of the Borrowers under this Section 7 Agreement shall survive satisfaction the repayment of any Advance and the payment of the Borrower's ’s other Obligations and the termination of under this Agreement. Notwithstanding the foregoing, this Section 8 shall not apply to indemnifications with respect to Taxes, which shall be governed exclusively by Section 7.

Indemnity. Borrower hereby 4.1.3.1 The Digital Amplification & Social Media Management Agency agrees to defend, indemnify, pay indemnify and hold Lender, and harmless the agents and affiliates of Lender (collectively, the "Indemnitees") harmless NITI Aayog from and against any and all other liabilitiesclaims, obligationsactions, proceedings, lawsuits, demands, losses, liabilities, damages, fines or expenses (including interest, penalties, actionsattorneys‘ fees and other costs of defence or investigation (i) related to or arising out of, judgmentswhether directly or indirectly, suits(a) the breach by the Digital Amplification & Social Media Management Agency of any obligations specified in relevant clauses hereof; (b) the alleged negligent, reckless or otherwise wrongful act by the Digital Amplification & Social Media Management Agency or the omission including professional negligence or misconduct of any nature whatsoever in relation to Services rendered to the NITI Aayog; (c) any Services related to or rendered pursuant to the Work order (collectively ―Indemnified matter‖). As soon as reasonably practicable after the receipt by the NITI Aayog of a notice of the commencement of any action by a third party, the NITI Aayog will notify the Digital Amplification & Social Media Management Agency of the commencement thereof; provided, however, that the omission so to notify shall not relieve the Digital Amplification & Social Media Management Agency from any liability which it may have to the NITI Aayog or the third party. The obligations to indemnify and hold harmless, or to contribute, with respect to losses, claims, disbursementsactions, costs damages and expenses liabilities relating to the Indemnified Matter shall survive until all claims for indemnification and/or contribution asserted shall survive and until their final resolution thereof. The foregoing provisions are in addition to any rights which the NITI Aayog may have at common law, in equity or otherwise. 4.1.3.2 The Digital Amplification & Social Media Management Agency shall at all times indemnify and keep indemnified NITI AAYOG against all claims/damages etc. for any infringement of any kind Intellectual Property Rights (IPR) while providing its services under the Project. 4.1.3.3 The Digital Amplification & Social Media Management Agency shall at all times indemnify and keep indemnified NITI AAYOG against any claims in respect of any damages or nature whatsoever compensation payable in consequences of any accident or injury sustained or suffered by its (includingDigital Amplification & Social Media Management Agency‘s) employees or agents or by any other third party resulting from or by any action, without limitationomission or operation conducted by or on behalf of the Digital Amplification & Social Media Management Agency. 4.1.3.4 The Digital Amplification & Social Media Management Agency shall at all times indemnify and keep indemnified NITI AAYOG against any and all claims by Employees, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative▇▇▇▇▇▇▇, administrative or judicial proceeding commenced or threatenedContractors, whether or not such Indemnitees shall be designated a party theretosub-contractors, suppliers, agent(s), that may be imposed on, incurred by employed engaged or asserted against otherwise working for the IndemniteesDigital Amplification & Social Media Management Agency, in any manner arising out Borrower's breach respect of or default under this Agreementwages, or any other agreementsalaries, document or instrument executed and delivered by Borrower in connection herewithremuneration, the agreement of Lender to make the Loan under this Agreement compensation or the use like. 4.1.3.5 All claims regarding indemnity shall survive the termination or intended use expiry of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementWork Order.

Indemnity. Borrower hereby agrees to defend, A. Arcserve will indemnify, pay and hold LenderLicensee harmless, and defend or, at its option, settle any third-party claim that Licensee’s use of the agents and affiliates of Lender (collectivelyProduct as authorized hereby infringes any patent, the "Indemnitees") harmless from and against any and all copyright or other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses intellectual property right of any kind third party. Arcserve’s indemnity obligation set forth in this Section is contingent upon Licensee (i) promptly notifying Arcserve in writing, not later than 10 days after Licensee receives notice of the claim (or nature whatsoever sooner is required by applicable law); (includingii) providing Arcserve with sole control of the defense and any settlement negotiations; (iii) providing information, authority, and assistance to Arcserve to defend against or settle the claim; (iv) promptly ceasing to use or possession the Product that is subject to the claim; and (v) without limitationArcserve’s prior written consent, not acknowledging the reasonable fees validity of the claim or taking any action that might impair the ability of Arcserve to contest the claim. B. If Arcserve believes or it is determined that any of the materials comprising the Product may have violated a third party’s intellectual property rights, Arcserve may choose to either modify the material to be non-infringing (while substantially maintaining its functionality) or obtain from the third party a license to permit Licensee’s continued use. If neither of the foregoing is possible, Arcserve may terminate this Agreement on written notice to the Licensee and disbursements Arcserve or the authorized reseller will refund the Fees Licensee paid for the infringing Product, depreciated on a straight line five (5) years basis commencing on the date of counsel for such Indemnitees purchase only when Licensee returns the Product to Arcserve or its authorized reseller from whom it obtained the Product, with the purchase receipt. C. Arcserve will have no liability or responsibility to indemnity, defend or hold Licensee harmless if Licensee (i) alters or modifies the Product or materials comprising the Product, (ii) uses the Product outside of the scope of use set forth in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, the Order Form, and any related documentation, (iii) uses a version of the Product which has been superseded, if the infringement could have been avoided by using the current version of the Product, or any (iv) uses the Product with other agreementsoftware, document hardware or instrument executed and delivered other materials not supplied or approved in writing by Borrower in connection herewithArcserve. Lastly, Arcserve will not indemnify Licensee if the agreement of Lender to make the Loan under this Agreement or the claim is raised on use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction possession in a final, non-appealable order. To the extent country that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law not a party to the payment World Intellectual Property Organization (“WIPO”) treaties on patents, trademarks, and satisfaction of all indemnified liabilities incurred by the Indemnitees or copyrights. D. This Section provides Licensee’s sole and exclusive remedy for any of them. The provisions of the undertakings infringement claims and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementdamages.

Indemnity. Borrower hereby Mortgagor agrees to defend, indemnify, pay protect, hold harmless and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless defend Mortgagee from and against any and all other losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever claims (including, without limitation, the reasonable fees attorneys’ fees, disbursements and disbursements of counsel for such Indemnitees in connection with any investigativecourt costs prior to trial, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that at trial and on appeal) which may be imposed on, incurred by or paid by, or asserted against Mortgagee by reason or on account of, or in connection with, (i) any misconduct of Mortgagor or any Default or Event of Default hereunder, (ii) the Indemniteesconstruction, in reconstruction or alteration of the Premises, (iii) any manner arising out Borrower's breach negligence of Mortgagor or default under this Agreementany negligence or willful misconduct of any lessee of the Premises or any part thereof, or any other agreementof their respective agents, document contractors, subcontractors, servants, directors, officers, employees, licenses or instrument executed and delivered by Borrower in connection herewithinvitees, or (iv) any accident, injury, death or damage to any person or property occurring in, on or about the agreement of Lender Premises or any street, drive, sidewalk, curb or passageway adjacent thereto, except to make the Loan under this Agreement or extent that the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities same results directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined Mortgagee or its agents, contractors, subcontractors, servants, directors, officers, employees, licenses or invitees. Any amount payable to Mortgagee under this Section 10.11 shall be due and payable upon demand therefor and receipt by Mortgagor of a court statement from Mortgagee setting forth in reasonable detail the amount claimed and the basis therefor and upon reasonable opportunity for Mortgagor to verify and/or challenge same. Mortgagor’s obligations under this Section 10.11 shall survive the repayment or any other satisfaction of competent jurisdiction in a finalthe Note and shall not be affected by the absence or unavailability of insurance covering the same or by the failure or refusal of any insurance carrier to perform any obligation on its part under any such policy of insurance. If any claim, non-appealable order. To action or proceeding is made or brought against Mortgagee which is subject to the extent that the undertaking to indemnify, pay and hold harmless indemnity set forth in this Section 10.11, Mortgagor shall resist or defend against the preceding sentence may same, in its own name or, if necessary, in the name of Mortgagee, by attorneys for Mortgagor’s insurance carrier (if the same is covered by insurance) approved by Mortgagee (which approval shall not unreasonably be unenforceable because it is violative of any law withheld) or public policy, Borrower otherwise by attorneys retained by Mortgagor and approved by Mortgagee (which approval 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 the Indemnitees or any of themnot be unreasonably withheld). The provisions If Mortgagee has approved of the undertakings attorneys provided by Mortgagor or Mortgagor’s attorney and indemnification set out in this Section 7 nevertheless elects to retain separate counsel, Mortgagee shall survive satisfaction do so at its sole cost and payment of the Borrower's Obligations and the termination of this Agreement.expense. N:\PL\80714\80714-073\1257591.doc

Indemnity. Borrower hereby agrees to To defend, indemnifywith counsel reasonably acceptable to Landlord, pay and hold Lendersave harmless, and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property occurring on the agents Premises, in the Building or the Lot, or elsewhere in the Park, and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penaltiesclaims, actions, judgments, suits, claims, disbursements, costs proceedings and expenses of any kind or nature whatsoever and costs in connection therewith (including, without implied limitation, reasonable counsel fees): (i) to the reasonable fees and disbursements extent arising from the negligent acts, omissions and/or willful misconduct of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, Tenant or any other agreementof Tenant’s employees, document agents, contractors, subtenants, assignees, licensees or instrument executed and delivered invitees, not caused by Borrower in connection herewiththe negligent acts, the agreement omissions and/or willful acts of Lender to make the Loan under this Agreement Landlord, its agents, employees, contractors or the use invitees or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely ii) resulting from the gross negligence failure of Tenant to perform and discharge its covenants and obligations under this Lease. In no event shall Tenant be obligated to indemnify Landlord for any willful or willful misconduct negligent act or omission of that Indemnitee as determined by a court Landlord or of competent jurisdiction any of Landlord’s employees, agents, contractors or licensees. Notwithstanding anything to the contrary contained in a finalthis Lease, non-appealable order. To the extent in no event shall Tenant be liable to Landlord for any indirect, consequential, special, exemplary, incidental or punitive damages arising from or relating to this Lease, except that the undertaking to indemnify, pay and hold harmless damages set forth in the preceding sentence Section 6.1.16 for a holdover shall be deemed to be damages that are recoverable by Landlord so long as Landlord shall give Tenant at least thirty (30) days prior written notice before which any such damage may be unenforceable because it is violative of any law or public policyoccur (e.g., Borrower shall contribute the maximum portion that it is permitted Landlord loses a lease in place due to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themTenant’s holding over), as more particularly set forth in Section 6.1.16 hereof. The provisions of the undertakings covenants and indemnification indemnifications set out forth in this Section 7 6.1.7 shall survive satisfaction and payment of the Borrower's Obligations and the expiration or earlier termination of this Agreement.Lease;

Indemnity. Borrower hereby To the extent not expressly prohibited by law, Tenant (the "Indemnitor") agrees to defendhold harmless and indemnify Landlord and Landlord's agents, indemnifypartners, pay shareholders, members, officers, directors, beneficiaries and hold Lender, and the agents and affiliates of Lender employees (collectively, the "Landlord Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsexpenses, costs and expenses of any kind liabilities imposed upon 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against Landlord or Landlord’s Indemnitees, including without limitation reasonable attorneys' fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting may arise from the gross negligence or willful misconduct of Indemnitor or any of Indemnitor's agents, members, partners or employees, except to the proportionate extent arising in connection with the willful misconduct or negligent acts or omissions of Landlord or Landlord’s Indemnitees. Such third parties shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against Landlord or any of the Landlord’s 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 Landlord or Landlord’s 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, ▇▇▇▇▇▇ agrees to hold harmless and indemnify 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 attorneys' fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord and Landlord's Indemnitees) that Indemnitee as determined may arise from any act or occurrence in the Premises, except to the extent caused by a court the negligence or willful misconduct of competent jurisdiction in a final, non-appealable orderLandlord or Landlord's Indemnitees. To the extent that the undertaking not expressly prohibited by law, ▇▇▇▇▇▇▇▇ agrees to indemnify, pay and hold harmless set forth and indemnify Tenant and Tenant's agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, “Tenant’s Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Tenant or Tenant's Indemnitees, including reasonable attorneys' fees and expenses, for death or injury to, or damage to property of, third parties (other than Tenant and ▇▇▇▇▇▇’s Indemnitees) that may arise from any negligence or willful misconduct of Landlord or its agents, servants or employees in connection with the preceding sentence may be unenforceable because it is violative operation of any law or public policythe Building’s Common Areas, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law except to the payment and satisfaction of all indemnified liabilities incurred extent caused by the Indemnitees negligence or any willful misconduct of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the BorrowerTenant or Tenant's Obligations and the termination of this AgreementIndemnitees.

Indemnity. Borrower hereby agrees to defend, (a) The Company shall indemnify, pay protect, defend and hold Lenderharmless Licensor, her heirs, estate, successors and assigns (including reasonable attorneys’ fees and costs) which she or they may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party (including any governmental authority) arising from or relating to: (i) the breach by the Company of any material obligation of the Company hereunder or (ii) any acts, whether of omission or commission, that may be committed or suffered by the Company or any of its officers, directors, employees, agents or servants in connection with the Company’s performance of its obligations under this Agreement, including without limitation its use (including sublicensing) of the Property and the Derived Marks hereunder (except to the extent that such claim arises from or relates to Licensor’s rights to grant the license to use the Property contemplated hereby). (b) Licensor shall indemnify, protect, defend and hold harmless the Company and any of its subsidiaries, directors, officers, employees, agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and stockholders against any and all other liabilities, obligationsclaims, losses, damagesliabilities, penalties, actions, judgments, suits, claims, disbursements, costs damages and expenses of any kind or nature whatsoever (including, without limitation, the including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees costs) which it or they may suffer or incur in connection with any investigativeactual or threatened claim, administrative demand, action or judicial other proceeding commenced by any third party (including any governmental authority) arising from or threatenedrelating to (i) the breach of any representation or warranty made by Licensor hereunder or (ii) the breach by Licensor of any material obligation of Licensor hereunder. (c) In the event that any party seeking indemnification under this Section 6 (each, whether an “Indemnified Party”) receives notice of a claim as to which indemnification is sought, such party shall reasonably promptly notify the party obligated to provide indemnification to such Indemnified Party (each, an “Indemnifying Party”) thereof, except that the failure to so notify shall not exempt the Indemnifying Party from its obligations hereunder, except to the extent that such failure has actually prejudiced the Indemnifying Party’s legal position with respect to the claim. Upon receipt of notice, the Indemnifying Party shall advise the Indemnified Party that it has assumed the defense thereof. The Indemnified Party shall have the right, at its own expense, to retain legal counsel to participate in and monitor the defense of the claim, provided that the Indemnifying Party shall have the right to direct and control such defense. The Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Indemnitees claim, nor shall be designated a party thereto)any Indemnifying Party settle or compromise any claim relating to the Property or the Derived Marks which would limit the use by Licensor or the Company, that as the case may be imposed onbe, incurred by or asserted against of the Indemnitees, Property in any manner arising out Borrower's breach whatsoever without the consent of the Licensor or default under this Agreementthe Company, as the case may be. (d) In connection with any action by the Company to enforce, protect or defend the Property or the Derived Marks, Licensor may elect to retain counsel of her own choosing, in addition to Company counsel, in order to monitor and participate in such action. The Company agrees to consider in good faith the views of such counsel and to keep Licensor and such counsel reasonably informed of the progress of any other agreementsuch action, document or instrument executed subject to the preceding sentence. The reasonable fees and delivered expenses of such counsel shall be paid for by Borrower the Company. (e) The Company shall maintain in connection herewitheffect at all times errors and omissions insurance, in customary amounts taking into account the size of the Company, the agreement of Lender to make the Loan under this Agreement or the use or intended use value of the proceeds of any Loan under this Agreement (collectively, Property and the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions obligations of the undertakings Company hereunder, and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations name Licensor and the termination other Indemnified Parties hereunder as beneficiaries thereof for purposes of this Agreement.

Indemnity. Borrower hereby agrees Anything in this Deed of Trust, the Guaranty, the Loan Agreement or the other Loan Documents to defendthe contrary notwithstanding, indemnify, pay the Grantor shall indemnify and hold Lender, the Beneficiary harmless and defend the agents Beneficiary at the Grantor's sole cost and affiliates of Lender (collectively, the "Indemnitees") harmless from and expense against any and all other liabilitiesloss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys' fees and disbursements of counsel for such Indemnitees the Beneficiary's counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigativeongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatenedany governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitees shall be designated suit is filed in connection with the same, or in connection with the Borrower, the Grantor, any other guarantor of the Loan and/or any partner, member, joint venturer or shareholder thereof becoming a party thereto)to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. GRANTOR SHALL INDEMNIFY THE BENEFICIARY REGARDLESS OF WHETHER THE ACT, OMISSION, FACTS, CIRCUMSTANCES OR CONDITIONS GIVING RISE TO SUCH INDEMNIFICATION WERE CAUSED IN WHOLE OR IN PART BY BENEFICIARY’S NEGLIGENCE; provided, however, that may be imposed on, incurred the foregoing indemnity shall not apply to matters caused by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct or bad faith of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderthe Beneficiary. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 All sums expended by the Indemnitees or any of them. The provisions Beneficiary shall be payable within (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and secured hereby and shall bear interest at the termination of this AgreementDefault Rate.

Indemnity. Borrower In addition to the payment of expenses pursuant to subsection 10.3, whether or not the transactions contemplated hereby agrees shall be consummated, Holding and its Subsidiaries jointly and severally agree to defend, indemnify, pay and hold LenderAgents and Lenders, and the agents officers, directors, employees, agents, and affiliates of Lender Agents and Lenders and such holders (collectively, collectively called the "Indemnitees") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts, costs expenses and expenses disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees Indemnitee shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewithof, the Refinancing, this Agreement or the other Loan Documents, the statements contained in the commitment letter, Lenders' agreement of Lender to make and convert the Loan under this Agreement Loans and other extensions of credit and Lenders' agreements to purchase participations therein as provided herein, or the use or intended use of the proceeds of any Loan under this Agreement of the Loans or other extensions of credit hereunder or in any way relating to or resulting from the actions of Holding, Borrower, any of their respective Subsidiaries, MLCP (collectively, the "Indemnified Liabilities"); provided that Borrower neither Holding nor any of its Subsidiaries shall have no any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting arising from the gross negligence or willful misconduct of that Indemnitee misconduct, all as determined by a final judgment of a court of competent jurisdiction in a final, non-appealable orderjurisdiction; provided further that all indemnification obligations of Holding and Borrower pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower Holding and its Subsidiaries shall each 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 Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby (a) The DNC agrees to defend, indemnify, pay and hold Lender, and indemnify the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and Mediator against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementslosses, costs and expenses (including legal expenses) which the Mediator may incur as a result of any kind claim, demand, action 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 Indemnitees shall be designated a party thereto), suit that may be imposed on, incurred by or asserted made against the IndemniteesMediator, in any manner arising out Borrower's except as a result of breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or other unlawful conduct by the use Mediator or intended use any of the proceeds Mediator’s employees or subcontractors. (b) The Mediator agrees to indemnify the DNC and its employees and agents against all liabilities, damages, losses, costs and expenses (including legal expenses) from any claim, demand, action or suit that may be made against the DNC as a result of any Loan under breach of this Agreement (collectively, or other unlawful conduct by the "Indemnified Liabilities")Mediator or any of the Mediator's employees or subcontractors; provided that Borrower the Mediator shall have no obligation not be liable to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely the DNC for losses resulting from negligence in anything done or omitted to be done in the gross negligence conduct of any mediation. CONFLICT OF INTEREST POLICY A conflict of interest arises where a mediator or willful misconduct expert has an interest which conflicts (or might conflict, or might be perceived to conflict) with the interests of the DNC in providing a fair, impartial and effective domain name dispute resolution service. While the conflict of an interest in itself is unlikely to be improper, it could lead to improper conduct or allegations of such. In determining whether a conflict is present or not, there are two questions to ask: ▪ Would a reasonably informed objective observer infer from the circumstances that Indemnitee as determined by the mediator or expert’s professional judgement is likely to be compromised in either mediating or adjudicating the dispute? or ▪ Does the interest create an incentive (or a court perception of competent jurisdiction an incentive) for the mediator or expert to act in a finalway that would be contrary to the objectives of a fair, non-appealable orderimpartial and effective dispute resolution process? If the answer to either question is 'yes', a conflict of interest exists. To The conflict may be more perceived than actual. Whether or not the extent mediator or expert would actually be compromised or act on the incentive is irrelevant. The processes of the DRS must be fair and ethical, and must be very clearly seen to be so. Even where the conflict of interest is able to be managed for the period that the undertaking to indemnify, pay and hold harmless set forth mediator or expert is involved in the preceding sentence may be unenforceable because dispute, it is violative of any law or public policy, Borrower shall contribute the maximum portion better that 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. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations avoided and the termination of this Agreementdispute is assigned to another mediator or expert.

Indemnity. Borrower hereby Subject to applicable Legal Requirements under Delaware Law, from and after the Merger 1 Effective Time, Parent agrees to defendcause the Surviving Entity to maintain and honor all indemnification arrangements in place for all past and present directors, indemnifyofficers, pay employees and hold Lender, agents of the Company and its Subsidiaries (the “Indemnified Parties”) as of the date of this Agreement under the Company Charter Documents and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use indemnification agreements set forth on Section 5.10 of the proceeds of any Loan under this Agreement Company Disclosure Letter (collectivelyor other agreements, on the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee same terms as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless those set forth in the preceding sentence may be unenforceable because it is violative Company’s standard form director and officer indemnification agreement, entered into by new officers or directors of any law the Company appointed after the date hereof), for acts or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law omissions occurring at or prior to the payment Merger 1 Effective Time; provided, further that Parent agrees to, and satisfaction to cause the Surviving Entity to, indemnify and hold harmless such persons to the fullest extent permitted by applicable Legal Requirements under Delaware Law for acts or omissions occurring in connection with the approval of all indemnified liabilities incurred this Agreement and the consummation of the transactions contemplated hereby. The organizational documents of the Surviving Entity will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Merger 1 Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by law. Any indemnification agreements set forth on Table of Contents Section 5.10 of the Company Disclosure Letter (or other agreements, on the same terms as those set forth in the Company’s standard form director and officer indemnification agreement, entered into by new officers or directors of the Company appointed after the date hereof) with the Indemnified Parties in existence on the date of this Agreement shall be assumed by the Indemnitees or Surviving Entity in the Mergers, without any of them. The provisions of the undertakings further action, and indemnification set out in this Section 7 shall survive satisfaction the Mergers and payment of the Borrower's Obligations continue in full force and the termination of this Agreementeffect in accordance with their terms.

Indemnity. Borrower hereby agrees to defend(a) The Issuer shall indemnify the Security Trustee (and its officers, indemnifydirectors, pay employees and agents) for, and hold Lenderit harmless against, and the agents and affiliates of Lender any loss, liability or expense (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the including reasonable legal fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, expenses) incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the it without gross negligence or willful misconduct on its part in connection with the acceptance or administration of that Indemnitee as determined by a court this Agreement and its duties hereunder, including the costs and expenses of competent jurisdiction defending itself against any claim or liability and of complying with any process served upon it or any of its officers in a final, non-appealable order. To connection with the extent that the undertaking to indemnify, pay exercise or performance of any of its powers or duties hereunder and hold it harmless set forth against, any loss, liability or reasonable expense incurred without gross negligence or willful misconduct on its part. In addition, when the Security Trustee acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telephone, telex or facsimile, the Security Trustee, absent gross negligence, shall not be responsible or liable in the preceding sentence may be unenforceable because it event such communication is violative not an authorized or authentic communication of any law of the parties hereunder or public policyis not in the form any such party sent or intended to send (whether due to fraud, Borrower distortion or otherwise). The Issuer shall contribute indemnify the maximum portion Security Trustee against any loss, liability, claim or expense (including reasonable legal fees and expenses) it may incur with its acting in accordance with any such communication. The Security Trustee shall notify the Issuer promptly of any claim asserted against the Security Trustee for which it may seek indemnity; provided, however, that it is permitted failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Security Trustee shall cooperate in the defense. The Security Trustee may have separate counsel and the Issuer shall pay reasonable fees and satisfy under applicable law to the payment and satisfaction expenses of all indemnified liabilities such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld or delayed. The Issuer need not reimburse any expense or indemnify against any loss or liability incurred by the Indemnitees Security Trustee through gross negligence, willful misconduct or fraud. (b) The Issuer shall upon demand pay to the Security Trustee the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Security Trustee may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Security Trustee or any other Secured Party against any Grantor hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof. (c) The Issuer shall indemnify the Operating Bank (and its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without gross negligence (determined with reference to reasonable commercial standards applicable to Securities Intermediaries under the UCC) or willful misconduct on its part in connection with its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of themits officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without gross negligence (determined with reference to reasonable commercial standards applicable to Securities Intermediaries under the UCC) or willful misconduct on its part. In addition, when the Operating Bank acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telephone, telex or facsimile, the Operating Bank, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of any of the parties hereunder or is not in the form any such party sent or intended to send (whether due to fraud, distortion or otherwise). The provisions Issuer shall indemnify the Operating Bank against any loss, liability, claim or expense (including reasonable legal fees and expenses) it may incur with its acting in accordance with any such communication. The Operating Bank shall notify the Issuer promptly of any claim asserted against the undertakings and indemnification set out in this Section 7 Operating Bank for which it may seek indemnity; provided, however, that failure to provide such notice shall survive satisfaction and payment of not invalidate any right to indemnity hereunder. The Issuer shall defend the Borrower's Obligations claim and the termination Operating Bank shall cooperate in the defense. The Operating Bank may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld or delayed. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Operating Bank through gross negligence, willful misconduct or fraud. (d) The Issuer shall upon demand pay to the Operating Bank the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Operating Bank may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any property on deposit in the Accounts, (iii) the exercise or enforcement of any of the rights of the Operating Bank against any Grantor hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof. (e) Notwithstanding the foregoing, the Security Trustee and the Operating Bank shall exercise reasonable care in the custody of any Collateral in its possession and the accounting for and transfer of moneys actually received by it under this Agreement. The Security Trustee and the Operating Bank shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Security Trustee and the Operating Bank accords its own property.

Indemnity. Borrower hereby Each Pledgor jointly and severally irrevocably agrees (a) to defend, indemnify, pay indemnify and hold Lenderharmless the Pledgee, each other Secured Creditor and the their respective successors, assigns, employees, agents and affiliates of Lender servants (individually, an "INDEMNITEE" and, collectively, the "IndemniteesINDEMNITEES") harmless on demand from and against any and all other liabilitiesclaims, obligationsdemands, losses, damagesjudgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties, actions, judgments, suits, claims, disbursements, and (b) to reimburse each Indemnitee on demand for all reasonable costs and expenses of any kind or nature whatsoever (includingexpenses, without limitation, the including 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesattorneys' fees, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this any other Secured Debt Agreement (collectivelybut excluding any claims, demands, losses, judgments and liabilities (including liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee). In no event shall any Indemnitee as determined hereunder be liable, in the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for moneys or other Property actually received by a court of competent jurisdiction it in a final, non-appealable orderaccordance with the terms hereof. To If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this SECTION 11 are unenforceable for any reason, Borrower shall contribute each such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under Applicable Law. The provisions indemnity obligations of each Pledgor contained in this SECTION 11 shall continue in full force and effect notwithstanding the full payment of all of the undertakings Loans and indemnification set out in this Section 7 shall survive satisfaction and payment of other Credit Extensions made under the Borrower's Obligations and Credit Agreement, the termination of this Agreementall Interest Rate Protection Agreements and Letters of Credit, and the payment of all of the other Obligations, and notwithstanding the discharge thereof.

Indemnity. Borrower hereby (a) Each Pledgor agrees to defend, indemnify, pay and hold Lender, harmless Collateral Agent and the officers, directors, employees, agents and affiliates of Lender Collateral Agent (collectively, collectively called the "“Indemnitees"”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsreasonable costs (including, costs and without limitation, settlement costs), reasonable 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 Indemnitees Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, the Indenture or the Notes (including, without limitation, any other agreement, document or instrument executed and delivered misrepresentation by Borrower a Pledgor in connection herewiththis Agreement, the agreement of Lender to make the Loan under this Agreement Indenture or the use or intended use of Notes) (the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"“indemnified liabilities”); provided that Borrower a Pledgor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly indemnified liabilities if it has been determined by a final decision (after all appeals and solely resulting from the gross negligence or willful misconduct expiration of that Indemnitee as determined time to appeal) by a court of competent jurisdiction in a final, non-appealable orderthat such indemnified liability arose from the negligence or bad faith of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower each Pledgor 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. The provisions Collateral Agent shall give Pledgors prompt notice of the undertakings assertion of any alleged indemnified liabilities and indemnification set out allow Pledgors to assist in this defending same. The Collateral Agent shall also have all the rights, benefits, immunities and indemnities as described in the last paragraph of Section 7 shall survive satisfaction and payment 7.07 of the Borrower's Obligations and the termination of this AgreementIndenture.

Indemnity. Borrower (a) The Revolving Lenders ratably agree hereby agrees to defend, indemnify, pay indemnify and hold Lenderharmless Revolving Administrative Agent, Accounts Collateral Agent (prior to the Discharge of Revolving Obligations), LC Facility Collateral Agent and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Reference Bank from and against any and all other liabilitiesclaims, obligationsactions and suits (whether groundless or otherwise), losses, damages, penaltiescosts, actions, judgments, suits, claims, disbursements, costs and expenses of (including any kind or nature whatsoever (including, without limitation, expenses for which any such Agent and/or the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or Reference Bank has not such Indemnitees shall be designated a party theretobeen reimbursed by the Credit Parties as required by Section 11.5), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner and liabilities of every nature and character arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender related to make the Loan under this Agreement or the use or intended use any of the proceeds of any Loan under this Agreement (collectivelyother Financing Agreements or the transactions contemplated or evidenced hereby or thereby, or such Agent’s or the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee Reference Bank’s actions taken hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as thereunder, unless it is determined by a court of competent jurisdiction in by a final, final and non-appealable order. To judgment or court order binding such Agent or Reference Bank, as the extent case may be, that such loss was the undertaking result of acts or omissions of such Agent or the Reference Bank, as the case may be, constituting willful misconduct or gross negligence. (b) The LC Facility Lenders and Term Loan Lenders ratably agree hereby to indemnify, pay indemnify and hold harmless set forth in LC Facility Administrative Agent, the preceding sentence may be unenforceable because it is violative of LC Facility Issuing Bank, Accounts Collateral Agent, Reference Bank and the LC Facility Collateral Agent from and against any law and all claims, actions and suits (whether groundless or public policyotherwise), 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 losses, damages, costs, expenses (including any expenses for which any such Agent has not been reimbursed by the Indemnitees US Credit Parties as required by Section 11.5), and liabilities of every nature and character arising out of or related to this Agreement or any of them. The provisions the other Financing Agreements or the transactions contemplated or evidenced hereby or thereby, or such Agent’s actions taken hereunder or thereunder, unless it is determined by a court of competent jurisdiction by a final and non-appealable judgment or court order binding such Agent that such loss was the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment result of acts or omissions of such Agent or the Borrower's Obligations and the termination of this AgreementReference Bank constituting willful misconduct or gross negligence.

Indemnity. Borrower hereby agrees to defend, Seller shall indemnify, pay defend and hold Lenderharmless Buyer and its affiliates and their respective directors, officers, shareholders, employees and the agents and affiliates of Lender (collectively, the "IndemniteesBuyer Indemnified Parties") harmless from and against any and all other liabilitiesclaims, obligationsdemands, losses, damages, penaltiessuits, actions, judgments, suits, claims, disbursements, costs and expenses liabilities (including attorneys' fees) (each, an "Indemnified Loss") relating to or arising out 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 Indemnitees shall be designated a party thereto), allegation that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default Products furnished under this AgreementAgreement infringe or violate any patent, copyright, trade secret, trade name, trade dress, mask work, mask rights, trademark or any other agreement, document or instrument executed proprietary right and delivered by Borrower in connection herewithshall pay all costs and damages awarded;provided, the agreement foregoing indemnity shall not apply to the extent any such claim is attributable solely to design specifications furnished by Buyer to Seller. Buyer shall notify Seller of Lender such claim and permit Seller to make defend and compromise such claim; provided, Buyer's failure to so notify Seller shall not diminish Seller's indemnity obligations hereunder except to the Loan under this Agreement extent any Buyer's delay in notifying Seller materially prejudices Seller's defense of such matter. If an injunction or exclusion order preventing the use or intended use of the proceeds of any Loan under this Agreement Products results from such a claim (collectivelyor, if Buyer reasonably believes such an injunction is likely) Seller shall, at its expense, and at Buyer's request, use commercially reasonable efforts to obtain for Buyer the "Indemnified Liabilities"); provided right to continue using the Product. In the event that Borrower Seller cannot obtain such right for Buyer, Seller shall be deemed to have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless breached its warranty set forth in the preceding sentence Warranty Section above and thereupon Seller shall repurchase all such Products from Buyer at the purchase price, and Buyer shall be entitled to such additional remedies as may be unenforceable because it is violative available at law or in equity. Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Indemnified Loss relating to or arising out of any law personal injury or public policydeath resulting from (i) the use of any Product or (ii) Seller's acts or omissions; provided, Borrower the foregoing indemnity shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law not apply to the payment and satisfaction of all indemnified liabilities incurred extent any such claim is attributable solely to design specifications furnished by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementBuyer to Seller.

Indemnity. Borrower hereby agrees to defendThe Issuer shall indemnify the Indenture Trustee (and its officers, indemnifydirectors, pay employees and agents) for, and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") it harmless from and against against, any and all other liabilitiesloss, obligationsliability, lossesclaim, damagesobligation, damage, injury, penalties, actions, judgments, suits, claimsjudgments or expense (including attorney’s fees and expenses) incurred by it without negligence or bad faith on its part, disbursementsarising out of or in connection with the acceptance or administration of this Master Indenture and its duties under this Master Indenture and any Series Supplement and the Equipment Notes, including the costs and expenses of defending itself against any kind claim or nature whatsoever liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Noteholders, the Issuer, the Servicer, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (includingunless the Indenture Trustee determines that an actual or potential conflict of interest exists, without limitation, in which case the Indenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and disbursements expenses of counsel such counsel). The Issuer need not pay for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities")settlements made without its consent; provided that Borrower such consent shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence not be unreasonably withheld. The Issuer need not reimburse any expense or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of indemnity against any law loss or public policy, 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 liability incurred by the Indemnitees Indenture Trustee through negligence or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementbad faith.

Indemnity. Borrower hereby Delta agrees to defend, indemnify, pay indemnify and hold Lenderharmless, and to the agents and affiliates of Lender (collectivelyfullest extent permitted by law, the "Indemnitees"Delta MEC, the Northwest MEC, the Merged Company MEC, ALPA, the Initial Holder, the Designee and each of their respective Affiliates, members, officers, directors, employees, advisors and agents, including the members of the Merged Company Pilots (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementsdamages, costs and expenses, including legal fees and expenses to the extent set forth below (each, a “Claim”), relating to or arising out of any kind or nature whatsoever (includingthe execution, without limitationdelivery and performance of the Merger Agreement, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativeOriginal TFA, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement and the transactions contemplated thereby or the use hereby asserted or intended use brought by one or more stockholders of the proceeds Delta or Northwest in their capacities as such or by any employees of any Loan under this Agreement Delta or Northwest other than employees of Delta or Northwest represented by ALPA (collectively, the "Indemnified Liabilities"except ALPA-represented employees of Delta or Northwest in their capacities as stockholders of Delta or Northwest); provided that Borrower Delta shall have no obligation not be required to indemnify an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting the extent such Claim results from the gross negligence or willful misconduct of any such Indemnitee or to the extent such Claim results from any material misstatement or omission in any information provided by or on behalf of any Indemnitee for filing with any governmental authority. Any Indemnitee entitled to indemnification hereunder shall give prompt written notice to Delta of any Claim with respect to which it seeks indemnification hereunder; provided that Indemnitee as determined by a court any delay or failure to so notify Delta shall relieve Delta of competent jurisdiction in a final, non-appealable order. To its obligations hereunder with respect to such Claim only to the extent that it is actually and materially prejudiced by such delay or failure. Delta shall have the undertaking right to indemnify, pay assume and hold harmless set forth control the defense of any such Claim with counsel reasonably satisfactory to the Indemnitee; provided that Delta has not and is not contesting the Indemnitee’s rights to indemnification hereunder. The Indemnitee may select and employ separate counsel to participate in the preceding sentence may defense of such Claim (which separate counsel shall be unenforceable because it is violative retained at the expense of the Indemnitee unless Delta shall have failed to assume the defense of such Claim within a reasonable period of time after notice of the Claim). If Delta assumes the defense of any law or public policysuch Claim, Borrower it shall contribute have the maximum portion that it is permitted right to pay settle such Claim without the consent of the Indemnitee so long as such settlement does not include any injunctive relief against an Indemnitee, and satisfy under applicable law Delta shall not consent to the payment and satisfaction entry of a judgment or a settlement of any such Claim that does not include an unconditional release from all indemnified liabilities incurred by liability in respect of such Claim for the benefit of the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementwithout their prior written consent not to be unreasonably withheld.

Indemnity. Borrower hereby Each Pledgor agrees to defend, indemnify, pay and --------- hold Lender, harmless the Trustee and each of the other Secured Parties and the officers, directors, employees, agents and affiliates Affiliates of Lender the Trustee and each of the other Secured Parties (collectively, the "Indemnitees") harmless from and against any ----------- and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts (including, costs and 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 proceeding, commenced or threatened, whether or not such Indemnitees Indemnitee shall be designated a party thereto), that ) which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, the Indenture, the Notes, any other Collateral Document or any other agreementdocument evidencing the Secured Obligations (including, document or instrument executed and delivered without limitation, any misrepresentation by Borrower any Pledgor in connection herewiththis Agreement, the agreement of Lender to make Indenture, the Loan under this Agreement Notes, other Collateral Document or any other document evidencing the use or intended use of the proceeds of any Loan under this Agreement Secured Obligations) (collectively, the "Indemnified Liabilities"); provided provided, however, that Borrower no Pledgor ----------------------- -------- ------- shall have no any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower 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 Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby Except as set forth in Article 4, of this Lease, Tenant agrees to defend, indemnify, pay defend (with counsel reasonably acceptable to Landlord) and hold LenderLandlord and its Affiliates and their respective directors, officers, agents, employees, successors and the agents and affiliates of Lender assigns (collectively, the "Landlord Indemnitees") harmless from and against any and all other liabilitiesdemands, obligationsclaims, losses, damages, penalties, actionscauses of action, judgments, suitsobligations or liabilities, claimsand all reasonable expenses incurred in investigating or resisting the same (including without limitation reasonable attorneys' fees), disbursementson account of, costs and expenses relating to or arising out of, the condition excepting pre-existing condition, use or occupancy of the Premises by Tenant, its agents, contractors, employees or invitees. The foregoing indemnification obligation shall not apply to the extent that such claim is (i) the result of, or caused by Landlord's default of failure to fulfill Landlord's obligations pursuant to this Lease, or (ii) caused by the active negligence or willful misconduct of the Landlord or Landlord Indemnitees. This Lease is made on the express condition that Landlord shall not be liable for, or suffer loss by reason of, injury to person or damage to property, from whatever cause, in any kind way connected with the condition, use or nature whatsoever (occupancy of the Premises specifically including, without limitation, any liability for injury to persons or damage to property of Tenant, its agents, officers, employees, successors, assigns and invitees, and Tenant hereby expressly waives and releases the reasonable fees and disbursements of counsel Landlord Indemnitees from liability for same, except for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting which arises from the gross active negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderthe Landlord or Landlord's Indemnitees. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out Nothing contained in this Section 7 6.1 shall survive satisfaction be deemed (i) to obligate Tenant to indemnify and payment hold Landlord or Landlord's Indemnitees harmless from defect in the design, workmanship or materials of the BorrowerBuilding, except for the design, workmanship or materials for which Tenant is responsible, if any or (ii) be a waiver by Tenant of any claims or causes of action Tenant may have against Landlord or Landlord's Obligations Indemnitees for liability caused by the active negligence or willful misconduct of the Landlord or Landlord's Indemnitees. Landlord shall indemnify and save Tenant harmless from and against any material and reasonable loss, cost or expense incurred by Tenant as a result of the termination sole negligence or willful misconduct of Landlord or Landlord's Indemnitees; notwithstanding anything contained elsewhere herein in this AgreementSection 6.1, neither party shall be liable for any special, incidental, or consequential damages hereunder.

Indemnity. Borrower hereby The Pledgor agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Pledgee and its successors, assigns, employees, agents (including, but not limited to, any Securities Intermediary, safekeeping agent and/or custodial agent) and affiliates (individually an “Indemnitee”, and the agents and affiliates of Lender (collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this any other Secured Debt Agreement (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking obligations of the Pledgor under this Section 12 are unenforceable for any reason, the Pledgor hereby agrees to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of the undertakings and indemnification set out Pledgor contained in this Section 7 12 shall survive satisfaction continue in full force and payment of the Borrower's Obligations and the termination of this Agreementeffect.

Indemnity. Borrower hereby Upon the occurrence of a Trigger Event (as defined below), the Indemnitor agrees to defendbe unconditionally, jointly and severally liable with Seller in the amount of, and to indemnify, pay reimburse and hold LenderPurchaser harmless from, any actual liability, loss, damage, cost or expense (including but not limited to the reasonable and documented fees and expenses of one counsel for Purchaser) actually suffered or incurred by Purchaser (including the reasonable and documented fees and expenses of one counsel for Purchaser in connection with enforcing this Indemnity Agreement) resulting from any of the events specified in subsections (a) through (f) below (in each case, a “Trigger Event”); provided that, the liability of Indemnitor hereunder shall not exceed the liability of Seller to Purchaser under the Receivable Purchase Agreement plus any costs or expenses incurred by Seller in connection with the enforcement of this Indemnity Agreement (the obligations of the Indemnitor under this Indemnity Agreement, the “Indemnified Obligations”): (a) fraud, intentional misrepresentation or willful misconduct by Seller in connection with the Receivable Purchase Agreement or the transactions contemplated thereby; (b) the Seller’s intentional misapplication or misappropriation of Collections Payments in respect of the Purchased Receivable; (c) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the agents proceeds and affiliates Collections Payments in respect thereof free and clear of Lender (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses Liens or encumbrances of any kind or nature whatsoever (includingother than those granted under the Receivable Purchase Agreement or as a result of actions by Purchaser); (d) the commingling by Seller or Servicer of Collections Payments at any time with other funds of Seller, without limitation, Servicer or any other Person; provided that Purchaser acknowledges that the reasonable fees and disbursements commingling of counsel for such Indemnitees Collections Payments in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or the Sweep Account shall not such Indemnitees shall be designated constitute a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of or default under this the Receivables Purchase Agreement; (e) Seller or Servicer (x) instructs Account Debtor to pay amounts owing in respect of the Purchased Receivable to an account other than the Sweep Account or the Purchaser Account, except as otherwise agreed to or (y) grants to any other agreementPerson dominion or control of the Sweep Account; or (f) the breach of any representation, document warranty or instrument executed and delivered by Borrower in connection herewith, covenant of the agreement of Lender to make the Loan Indemnitor under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities")Indemnity Agreement; provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative breach of any law representation, warranty or public policy, 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 the Indemnitees or any of them. The provisions covenant of the undertakings and indemnification set out in Indemnitor under this Section 7 Indemnity Agreement shall survive satisfaction and payment of not constitute a Trigger Event unless such breach would reasonably be expected to have a material adverse effect on Purchaser’s ability to collect the Borrower's Obligations and the termination of this AgreementPurchased Receivable.

Indemnity. Borrower hereby Each Pledgor jointly and severally agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Pledgee and each other Secured Creditor and their respective successors, and the assigns, employees, agents and affiliates of Lender (individually an “Indemnitee”, and collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case pursuant to subclause (i) or (ii) above, arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this any other Secured Debt Agreement (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall any Indemnitee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this Section 11 are unenforceable for any reason, Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of the undertakings and indemnification set out each Pledgor contained in this Section 7 11 shall survive satisfaction continue in full force and effect notwithstanding the full payment of all the Borrower's Obligations and Notes issued under the Credit Agreement, the termination of this Agreementall Interest Rate Protection Agreements and Other Hedging Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. Borrower Each Guarantor hereby agrees to defend, indemnify, pay indemnify and defend the Indemnitees against and to hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") Indemnitees harmless from and any Indemnified Claim that may be instituted or asserted against or incurred by any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs of the Indemnitees; provided that any legal fees and expenses of any kind or nature whatsoever (including, without limitation, that shall be reimbursed shall be limited to the reasonable fees and documented fees, charges and disbursements of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and solely in the case of an actual conflict of interest between Indemnitees where the Indemnitees affected by such conflict inform the Borrower or such Guarantor of such conflict, one additional counsel in each relevant jurisdiction material to the interest of the Lenders to each group of affected Indemnitees in connection with taken as a whole. Without limiting the generality of the foregoing, this indemnity shall extend to any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by Indemnified Claims instituted or asserted against the Indemnitees, in or incurred by any manner arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds Indemnitees under any Environmental Laws. The foregoing indemnities shall not apply to (a) Indemnified Claims incurred by any Indemnitee as a result of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the its own gross negligence or willful misconduct as determined by a final non-appealable order of that a court of competent jurisdiction, (b) Indemnified Claims brought by the Borrower or any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction in SUBSIDIARY GUARANTY jurisdiction, or (c) result from the presence, release or threat of release of Hazardous Materials or violations of Environmental Laws first occurring or first existing after completion of the foreclosure upon the Collateral, granting of a final, nondeed-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative in-lieu of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law foreclosure with respect to the payment and satisfaction Collateral or similar transfer of all indemnified liabilities incurred title or possession of the Collateral, unless such presence, release or violation is actually caused by any Obligor thereof. Notwithstanding anything to the Indemnitees contrary in any of the Loan Documents, the obligations of such Guarantor with respect to each indemnity given by it in this Guaranty or any of them. The provisions the other Loan Documents in favor of Administrative Agent and each Lender shall survive the payment in full of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementObligations.

Indemnity. Borrower hereby Each Grantor agrees to defend, indemnify, pay and hold Lender, harmless the Collateral Agent and each of the other Secured Creditors and the officers, directors, employees, agents and affiliates Affiliates of Lender the Collateral Agent and each of the other Secured Creditors (collectively, the "“Indemnitees"”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursementscosts (including, costs and without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable reasonable, documented and out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened, whether or not such Indemnitees Indemnitee shall be designated a party thereto), that ) which may be imposed on, incurred by by, or asserted against the Indemniteesthat Indemnitee, in any manner relating to or arising out Borrower's breach of or default under this Agreement, the Financing Documents or any other agreementdocument evidencing the Obligations (including, without limitation, any misrepresentation by any Grantor in this Agreement, other U.S. Security Document or any other document or instrument executed and delivered by Borrower in connection herewith, evidencing the agreement of Lender to make Obligations) (the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "“Indemnified Liabilities"”); provided provided, however, that Borrower no Grantor shall have no any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly if it has been determined by a final decision (after all appeals and solely resulting the expiration of time to appeal) of a court of competent jurisdiction that such Indemnified Liabilities arose from the gross negligence negligence, bad faith or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable orderIndemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower 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 Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. Borrower hereby agrees 11.1 The Hospital / Diagnostic Centre shall at all times, indemnify and keep indemnified the Government of Himachal Pradesh against all actions, suits, claims and demands brought or made against it in respect of anything done or purported to defend, indemnify, pay and hold Lender, and be done by the agents and affiliates Hospital / Diagnostic Centre in execution of Lender (collectively, or in connection with the "Indemnitees") harmless from services under this Agreement and against any loss or damage to the Government of Himachal Pradesh in consequence to any action or suit being brought against the Government, along with (or otherwise), the Hospital / Diagnostic Centre as a Party for anything done or purported to be done in the course of the execution of this Agreement. The Hospital / Diagnostic Centre will at all times abide by the job safety measures and other statutory requirements prevalent in Himachal Pradesh and will keep free and indemnify the Government of Himachal Pradesh from all other liabilitiesdemands or responsibilities arising from accidents or loss of life, obligationsthe cause or result of which is the Hospital / Diagnostic Centres/ negligence or misconduct. 11.2 The Hospital/Diagnostic Centre will pay all indemnities arising from such incidents without any extra cost to the Government of Himachal Pradesh and will not hold the Government of Himachal Pradesh responsible or obligated. DHSR / the Government of Himachal Pradesh may at its discretion and shall always be entirely at the cost of the Hospital/Diagnostic Centre defend such suit, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses either jointly with the Hospital/Diagnostic Centre or singly in case the latter chooses not to defend the case. 12 ARBITRATION If any dispute or difference of any kind or nature whatsoever (including, without limitation, the reasonable fees decision whereof is not herein otherwise provided for) shall arise between the DHSR and disbursements of counsel for such Indemnitees the Hospital/Diagnostic Centre upon or in relation to or in connection with any investigativeor arising out of the Agreement, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto)referred to the Arbitrator, that may be imposed oni.e. the Additional Chief Secretary/Principal Secretary/ Secretary (Health) to the Government of Himachal Pradesh, incurred by or asserted against the Indemnitees, who shall pass written award in any manner arising out Borrower's breach respect of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use disputes. The decision of the proceeds of any Loan under this Agreement (collectively, Arbitrator will be final and binding on both the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law parties subject to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings Arbitration and indemnification set out in this Section 7 Conciliation Act, 1996 shall survive satisfaction and payment apply to the arbitration proceedings. The venue of the Borrower's Obligations and the termination of this Agreementarbitration proceedings shall be at Shimla.

Indemnity. Borrower hereby agrees to defendshall indemnify Agent, indemnify, pay and hold each Lender, each Transferee, each Participant, their respective Affiliates, managers, members, officers, employees, agents, representatives, successors, assigns, accountants and the agents and affiliates of Lender attorneys (collectively, the "Indemnitees"“Indemnified Persons”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, disbursements, costs expenses and expenses disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativecounsel, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesbut limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and expenses of one regulatory counsel to such Indemnified Person and one other firm of outside counsel to such Indemnified Person taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional firm of outside counsel to each group of similarly situated Indemnified Person) which are incurred or actually paid by any manner Indemnified Person with respect to or arising out Borrower's breach of of, or default under this Agreementin any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any other agreementtransaction contemplated by, document or instrument executed and delivered any matter related to, any act of or omission by Borrower in connection herewithor any of its Affiliates, officers, directors and agents relating to the agreement of Lender to make the Loan under Loan, this Agreement or any other Loan Document, except to the use extent resulting or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting arising from the applicable Indemnified Person’s own gross negligence or willful misconduct misconduct. Agent agrees to give Borrower reasonable notice of any event of which Agent becomes aware for which indemnification may be required under this Section 12.4 (provided, that Indemnitee the failure of Agent to give such notice shall not affect the obligation of Borrower or any other Person pursuant to this Section 12.4 unless materially prejudiced thereby) and Agent may elect (but is not obligated) to direct the defense thereof; provided, that the selection of counsel shall be subject to B▇▇▇▇▇▇▇’s consent, which consent shall not be unreasonably withheld or delayed, and Borrower shall be entitled to participate in the defense of any matter for which indemnification may be required under this Section 12.4 and to employ counsel at its own expense to assist in the handling of such matter. Any Indemnified Person may, in its reasonable discretion, take such actions as determined by a court it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of competent jurisdiction in a finalsuch Indemnified Person or the Collateral, non-appealable ordersubject to Borrower’s prior approval of any settlement, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Agent agrees not to exercise its right to select counsel to defend the event if that would cause B▇▇▇▇▇▇▇’s insurer to deny coverage; provided, however, that L▇▇▇▇▇ reserves the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the extent that Agent obtains recovery from a third party other than an Indemnified Person of any of the undertaking amounts that B▇▇▇▇▇▇▇ has paid to indemnify, pay and hold harmless Lender pursuant to the indemnity set forth in this Section 12.4, then Agent shall promptly pay to Borrower the preceding sentence may be unenforceable because it is violative amount of such recovery. Without limiting any law of the foregoing, (a) Borrower indemnifies the Indemnified Persons for all claims for brokerage fees or public policy, commissions (other than claims of a broker with whom such Indemnified Person has directly contracted in writing) and (b) Agent indemnifies the Borrower shall contribute for all claims for brokerage fees or commissions (other than the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction claims of all indemnified liabilities incurred by the Indemnitees a broker with whom Borrower or any of them. The provisions of the undertakings and indemnification set out its Affiliates has directly contracted in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementwriting), in each case, which may be made in connection with respect to any aspect of, or any transaction contemplated by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby.

Indemnity. Borrower hereby (a) Parent agrees to defendindemnify the Escrow Agent and its officers, indemnifydirectors, pay employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold Lenderthem harmless of and from, any and the agents all loss, liability, cost, damage and affiliates of Lender expense, including without limitation, reasonable counsel fees (collectively, the "“Escrow Agent Losses”), which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees". Notwithstanding the foregoing, the indemnification contained in this Section 8(a) harmless shall not apply to amounts paid by the Indemnitee in settlement of any Escrow Agent Losses if such settlement is effected without the consent of Parent. The Escrow Agent shall notify Parent in writing promptly after receipt by an Indemnitee of notice of any demand or claim or the commencement or threat of any action, suit or proceeding against the Indemnitee which the Indemnitee believes may result in Escrow Agent Losses. No Indemnitee shall, without the prior written consent of Parent, consent to the entry of any judgment or enter into any settlement that is not both fully resolved or settled (i) in all respects by the payment of money damages alone and no other form of relief, provided that the amount of such money damages has been consented to by Parent in writing and (ii) with an unconditional release by the claimant or plaintiff of Parent, the Company Earnout Holders and each of their affiliates from all liability in respect to such claim or litigation. (b) If the indemnification provided for in Section 8(a) is applicable, but for any reason is held to be unavailable, Parent shall contribute such amounts as are just and against equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all other losses, liabilities, obligationscosts, lossesdamages and expenses, damagesincluding counsel fees, penalties, actions, judgments, suits, claims, disbursements, costs and expenses actually incurred by the Indemnitees as a result of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with with, and any investigativeamount paid in settlement of, administrative any action, claim or judicial proceeding commenced arising out of or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, relating in any manner arising out Borrower's breach way to any actions or omissions of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement Parent. (c) This Section 8 shall survive termination of Lender to make the Loan under this Agreement or the use resignation, replacement or intended use removal of the proceeds of Escrow Agent for any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall 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 the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreementreason.

Indemnity. Borrower hereby Each Pledgor jointly and severally agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Pledgee and each other Secured Creditor and their respective successors, and the assigns, employees, agents and affiliates of Lender (individually an “Indemnitee”, and collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this Agreement any other Credit Documents (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this Section 11 are unenforceable for any reason, Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of the undertakings and indemnification set out each Pledgor contained in this Section 7 11 shall survive satisfaction continue in full force and effect notwithstanding the full payment of all the Borrower's Obligations and Notes issued under the Credit Agreement, the termination of this Agreementall Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

Indemnity. Borrower hereby Each Pledgor jointly and severally agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Collateral Agent and each other Secured Party and their respective successors, and the assigns, employees, agents and affiliates of Lender (individually an “Indemnitee”, and collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this any other Secured Obligation Agreement (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall the Collateral Agent hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this Article are unenforceable for any reason, Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of each Pledgor contained in this Article shall continue in full force and effect notwithstanding the occurrence of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this AgreementTermination Date.

Indemnity. Borrower hereby Each Pledgor jointly and severally agrees (i) to defend, indemnify, pay reimburse and hold Lenderharmless the Pledgee and each other Secured Creditor and their respective successors, and the assigns, employees, agents and affiliates of Lender (individually an “Indemnitee”, and collectively, the "“Indemnitees"”) harmless from and against any and all other liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs judgments and expenses of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemniteesexpenses, in any manner each case arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under resulting from this Agreement or the use or intended use of the proceeds exercise by any Indemnitee of any Loan right or remedy granted to it hereunder or under this any other Secured Debt Agreement (collectivelybut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the extent incurred or arising by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a court of competent jurisdiction in a final, final and non-appealable orderdecision)). To In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative obligations of any law or public policyPledgor under this Section 11 are unenforceable for any reason, Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of themsuch obligations which is permissible under applicable law. The provisions indemnity obligations of the undertakings and indemnification set out each Pledgor contained in this Section 7 11 shall survive satisfaction continue in full force and effect notwithstanding the full payment of all the Borrower's Obligations and Notes issued under the Credit Agreement, the termination of this Agreementall Secured Hedging Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof.

Indemnity. Borrower Assignor hereby agrees to defend, indemnify, pay indemnify and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") Assignees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses (including, without limitation intended and by way of any kind example only, reasonable attorneys’ fees, disbursements and amounts paid in settlement of claims) arising out of the failure of Assignor or nature whatsoever its predecessors in interest, to perform their respective obligations relating to the Assigned Rights, with respect to the period prior to the date of this Assignment Agreement. Each Assignee, severally and not jointly (and with respect to each such Assignee, individually and separately from each other Assignee), hereby agrees to indemnify and hold Assignor harmless from and against all liabilities, damages, costs and expenses (including, without limitation intended and by way of example only, reasonable attorneys’ fees, disbursements and amounts paid in settlement of claims) arising out of the failure of such Assignee or its successors in interest, to perform the obligations of “Holder” relating to the Assigned Rights, with respect to the period from and after the date of this Assignment Agreement. The Assignor agrees to indemnify and hold the Company harmless from and against all liabilities, damages, costs and expenses (including, without limitation intended and by way of example only, reasonable attorneys’ fees, disbursements and amounts paid in settlement of claims) arising out of a dispute under this Assignment Agreement, the Purchase Agreement and the transactions contemplated hereby and thereby, 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 Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner arising out Borrower's breach of representation or default under warranty contained herein or therein, except to the extent such liabilities, damages, costs and expenses result primarily from the Company’s own breach of this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Assignment Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectivelyCompany’s fraud, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct misconduct. Each Assignee, severally and not jointly (and with respect to each such Assignee, individually and separately from each other Assignee) agrees to indemnify and hold the Company harmless from and against all liabilities, damages, costs and expenses (including, without limitation intended and by way of that Indemnitee as determined by example only, reasonable attorneys’ fees, disbursements and amounts paid in settlement of claims) arising out of a court dispute regarding such Assignee’s rights or liabilities under this Assignment Agreement, the Purchase Agreement and the transactions contemplated hereby and thereby, including, without limitation, a breach of competent jurisdiction in a finalrepresentation or warranty contained herein or therein, non-appealable order. To except to the extent that such liabilities, damages, costs and expenses result primarily from the undertaking Company’s own breach of this Assignment Agreement or the Company’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, an Assignee shall not be liable for indemnification under this Section 4 to indemnifythe extent such liabilities, pay damages, costs and hold harmless set forth expenses do not result primarily from such Assignee’s own fraud, gross negligence or willful misconduct, including, without limitation, a breach of representation or warranty contained herein or in the preceding sentence may be unenforceable because it is violative of any law or public policy, 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 the Indemnitees or any of themPurchase Agreement. The provisions of Assignor, Assignees and the undertakings Company further agree and indemnification set out acknowledge that nothing contained in this Section 7 4 shall survive satisfaction and payment serve to supersede, amend or modify or limit in any manner the application of the Borrower's Obligations and provisions of Section 8 of the termination of this Agreement.