Common use of Indemnity Clause in Contracts

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreementthe Agent-Related Persons, and the officers, directors, employees, and agents of and counsel to Lender and such holders Lender-Related Persons (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitmentthis Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender Agent and its counsel (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such IndemniteeIndemnitee or a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, the Obligors shall indemnify and hold harmless Lendereach Agent-Related Person, the Arranger, each Bank and any holder of any interest in this Agreement, and the officerstheir respective affiliates, directors, employeesofficers, employees and agents of and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdamages (other than consequential or exemplary damages), expenses, liabilities and disbursements of any kind or nature whatsoever reasonable out-of-pocket expenses (including, the without limitation, reasonable fees and disbursements of counsel for such Indemnitees counsel, amounts paid in connection with any investigationsettlement and court costs) (collectively, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided, however, that Borrower the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have no obligation hereunder with respect conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Liabilities Party arising from the out of or relating to such Indemnified Party’s own gross negligence or willful misconduct as either determined in a final, nonappealable judgment by a court of competent jurisdiction or otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under reason the indemnification provisions provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a result of this Section 8.2. If any investigativesuch loss, judicialclaim, damage, liability or administrative proceeding arising from any expense in such proportion as is appropriate to reflect the relative benefits received by the Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2Obligors, Borrower, will resist and defend such action, suit, or proceeding or cause on the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, payone hand, and hold harmless set forth in such Indemnified Party, on the preceding sentence other hand, as the case may be unenforceable because it is violative of be, as well as any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawother relevant equitable considerations. The obligations of Borrower under this This Section 8.2 12.5 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Supplier will indemnify, exonerate, defend, pay, and hold harmless LenderPurchaser against any and all damages, and loss, costs, or other liability (including reasonable attorneys’ fees) arising out of a third party claim that (i) results from Supplier’s breach of this Agreement or any holder of any interest representation or warranty made by Supplier in this Agreement, and the officers, directors, employees, and agents or any negligent act or omission of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativeSupplier, or judicial proceeding(ii) alleges damage for loss to property, whether such Indemnitee shall be designated a party thereto)death, that may be imposed onillness or injuries, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, resulting from the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation consumption of any Products, except as set forth below. Supplier will assume responsibility and expense of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedinvestigation, howeverlitigation, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct judgment and/or settlement of any such Indemnitee. Each Indemnitee will claim on the condition that Supplier is notified promptly notify Borrower (in no event later than thirty (30) days after the first receipt of each event written notice thereof by Purchaser) in writing of which it has knowledge which may give rise any such claim and is permitted to deal therewith at its own discretion and through its own representatives; except that Purchaser’s failure to provide notice of a claim will not affect Supplier’s obligation to indemnify the claim under the indemnification provisions of this Section 8.223 unless such failure prejudices the defense of such claim. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, The Parties will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be cooperate reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the investigation and defense of any such actionclaim, writand Supplier will not settle any such claim that imposes on Purchaser a non-monetary obligation or a liability that is not indemnified without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or proceedingdelayed. To Supplier will have no obligation to indemnify Purchaser for any claim to the extent that such claim arises out of the undertaking negligence or recklessness of Purchaser. This Section 23 sets forth the sole and exclusive remedy for Purchaser against Supplier with respect to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution third party claims relating to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower Products purchased by Purchaser from Supplier under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement. SUPPLIER WILL NOT BE LIABLE TO PURCHASER WHETHER IN CONTRACT OR IN TORT OR ON ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ANY LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”) OF PURCHASER OR ANY CUSTOMER OF PURCHASER OR OF ANY PERSON WHO MAY HAVE BECOME INJURED BY SUPPLIER’S PRODUCTS PURCHASED FROM PURCHASER (EXCEPT TO THE EXTENT THAT AN INDEMNIFIED THIRD PARTY CLAIM INCLUDES CONSEQUENTIAL DAMAGES).

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, Debtor hereby indemnifies and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the its officers, directors, employees, agents and agents of and counsel to Lender and such holders representatives (collectively the each an “Indemnitees” and individually as “IndemniteeIndemnified Person”) from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and expenses or disbursements of any kind or nature whatsoever (includingcollectively, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that “Claims”) which may be imposed on, incurred by, or asserted against such Indemniteeagainst, any Indemnified Person arising in any manner relating to or arising out of connection with the Revolving Credit Facility CommitmentLoan Documents, the use or intended use of the proceeds of the Loans Indebtedness or the consummation of Collateral (including without limitation, the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any enforcement of the Loan Documents which filing and the defense of any Indemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the any third party ever alleges such gross negligence or willful misconduct of by any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under Indemnified Person, the indemnification provisions of provided for in this Section 8.2. If any investigativeshall nonetheless be paid upon demand, judicialsubject to later adjustment or reimbursement, until such time as (a) a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct, or administrative proceeding arising from any of the foregoing (b) Lender has expressly agreed in writing with Debtor that such Claim is brought against any Indemnitee indemnified proximately caused by such Indemnified Person’s gross negligence or intended to be indemnified pursuant to willful misconduct. The indemnification provided for in this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations shall extend and continue to benefit each individual or entity that is or has at any time been an Indemnified Person hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as individually, an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitmentthis Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall have no obligation hereunder be liable with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. 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 policypolicy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower Borrowers under this Section 8.2 shall survive the termination of this Agreement and the discharge payment in full of Borrower’s other obligations hereunderthe Obligations.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Purchaser shall indemnify, exonerate, defend, pay, and hold harmless Lenderand, and any holder of any interest if requested by Seller (in this AgreementSeller’s sole discretion), and defend (with counsel reasonably approved in advance in writing by Seller) the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) Seller Indemnitees from and against any and all damages, liabilities, obligations, losses, damages, penaltiesdemands, actions, causes of action, judgments, suits, claims, costscosts and expenses (including reasonable attorneys’ fees, expensesincluding the cost of in-house counsel and appeals) arising from or related to: (i) all physical damage to the Property arising out of or resulting from the Investigations and other activities on the Property conducted by Purchaser or Purchaser’s Representatives; (ii) injury or death to individuals or damage to personal property arising out of or resulting from the Investigations and other activities conducted by, or at the direction of, Purchaser or otherwise arising out of or resulting from the entry on the Property by Purchaser or Purchaser’s Representatives; (iii) all mechanics liens and other liens filed against the Property, by reason of the activities of Purchaser or Purchaser’s Representatives; (iv) any and all violations of laws, ordinances, regulations or proffers affecting the Property, directly resulting from the Investigations and other activities conducted by, or at the direction of, Purchaser or otherwise arising out of or resulting from the entry on the Property by Purchaser or Purchaser’s Representatives; (v) any impairment to or infringement of the rights of any third parties to the Property; and (vi) all reasonable costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals, and disbursements of any kind or nature whatsoever (including, disbursements) incurred by the reasonable fees and disbursements of counsel for such Seller Indemnitees in connection with any investigationaction, administrativesuit, or judicial proceeding, whether such Indemnitee shall be designated a party theretoclaim, demand, assessment or judgment incident to the foregoing clauses (i) through (v), that may be imposed on, incurred by, or asserted against such Indemnitee, in but excluding any manner relating to or arising out of the Revolving Credit Facility Commitment, foregoing items arising from (a) the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation negligence of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel Seller Indemnitees and/or (b) the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct mere discovery of any such Indemniteepre-existing condition that Purchaser did not cause or exacerbate. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification The provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 4.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderClosing.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofBorrower shall indemnify Agent, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each Lender, and any holder of any interest in this Agreementeach Transferee, and the each Participant, their respective Affiliates, managers, members, officers, directors, employees, agents, representatives, successors, assigns, accountants and agents of and counsel to Lender and such holders attorneys (collectively collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, the without limitation, reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigationcounsel, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemniteebut 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 relating Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any act of or omission by Borrower or any of its Affiliates, officers, directors and agents relating to the Revolving Credit Facility CommitmentLoan, this Agreement or any other Loan Document, except to the use extent resulting or intended use arising from the applicable Indemnified Person’s own gross negligence or willful 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 the proceeds failure of Agent to give such notice shall not affect the Loans 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 Borrower’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 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 such Indemnified Person or the consummation of the transactions contemplated by this AgreementCollateral, including any matter relating subject to or arising out of the filing or recordation 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 the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel an event (the an “Indemnified LiabilitiesInsured Event”), Agent 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 Borrower shall have no obligation hereunder Lender reserves the right to retain counsel to represent any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist an Insured Event at its sole cost and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingexpense. To the extent that Agent 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 indemnity set forth in this Section 12.4, then Agent shall promptly pay to Borrower the preceding sentence amount of such recovery. Without limiting any of the foregoing, (a) Borrower indemnifies the Indemnified Persons for all claims for brokerage fees or commissions (other than claims of a broker with whom such Indemnified Person has directly contracted in writing) and (b) Agent indemnifies the Borrower for all claims for brokerage fees or commissions (other than the claims of a broker with whom Borrower or any of its Affiliates has directly contracted in writing), in each case, which may be unenforceable because it is violative of made in connection with respect to any law aspect of, or public policyany transaction contemplated by or referred to in, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderor any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Banks and any holder of any interest in this Agreement, and the their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto), that may be imposed on, incurred by, in addition to any other obligations or asserted against such Indemnitee, in any manner relating to or arising out liabilities of the Revolving Credit Facility CommitmentBorrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the use or intended use of the proceeds expiration of the Loans or and the consummation payment of all indebtedness of the transactions contemplated by this AgreementBorrowers to the Banks hereunder and under the Notes, including any matter relating to or arising out of provided that the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower Borrowers shall have no obligation hereunder under this Section to the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Bank. If any investigativeClaim is asserted against any Indemnified Party, judicial, or administrative proceeding arising from any the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use its reasonable efforts The Indemnified Party shall have the right to cooperate employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any such action, writ, or proceedingClaim. To Each Indemnified Party may employ separate counsel in connection with any Claim to the extent that the undertaking such Indemnified Party believes it reasonably prudent to indemnifyprotect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, payWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyCONTRIBUTING, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Banks and any holder of any interest in this Agreement, and the their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto), that may be imposed on, incurred by, in addition to any other obligations or asserted against such Indemnitee, in any manner relating to or arising out liabilities of the Revolving Credit Facility CommitmentBorrowers to the Banks hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the use or intended use of the proceeds expiration of the Loans or and the consummation payment of all indebtedness of the transactions contemplated by this AgreementBorrowers to the Banks hereunder and under the Notes, including any matter relating to or arising out of provided that the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower Borrowers shall have no obligation hereunder under this Section to the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Bank. If any investigativeClaim is asserted against any Indemnified Party, judicial, or administrative proceeding arising from any the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use its reasonable efforts The Indemnified Party shall have the right to cooperate employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such actionIndemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on Agent as well as from the consequences of its own negligence, writwhether or not that negligence is the sole, contributing, or proceeding. 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 concurring cause of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderClaim.

Indemnity. In addition The Company shall indemnify the Indemnitee, effective from the date the Indemnitee was first elected to the payment Board or appointed as an officer of expenses pursuant to Section 8.1 hereofthe Company, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesExpenses, obligationsjudgments, losses, damagesfines, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, settlements and disbursements of any kind or nature whatsoever (including, other amounts actually and reasonably incurred by the reasonable fees and disbursements of counsel for such Indemnitees Indemnitee in connection with any investigationProceeding to the full extent permitted by the Act and, (a) the Indemnitee acted honestly and in good faith with a view to the best interests of the Company; and s (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, administrativethe Indemnitee had reasonable grounds for believing that his or her conduct was lawful (such sections 3(1)(a) and (b) being herein collectively referred to as the “Conditions”). No determination in any Proceeding against the Indemnitee by judgment, order, settlement (with or judicial proceedingwithout court approval) or conviction shall, whether such of itself, create a presumption that the Indemnitee did not meet the Conditions. The Indemnitee shall be designated deemed, subject only to compelling evidence to the contrary, to have acted honestly and in good faith with a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating view to or arising out the best interests of the Revolving Credit Facility CommitmentCompany, and the use Company shall have the burden of establishing the absence of good faith or intended use acting with a view to best interests of the proceeds Company on the part of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions Notwithstanding any other provision of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory Agreement to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts contrary, to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking Indemnitee is, by reason of the Indemnitee’s status with respect to indemnifythe Company or any other Subject Entity, paya witness or otherwise participates in any action, suit or proceeding at a time when the Indemnitee is not a party in the action, suit or proceeding, the Company shall indemnify the Indemnitee against all expenses (including Expenses) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon notice pursuant to Section 3(2), and hold harmless set forth the Company shall have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the preceding sentence may Company overcomes such presumption by clear and convincing evidence. For greater certainty, the Indemnitee shall not be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower prevented from seeking indemnification under this Section 8.2 shall survive 3 as a result of the termination industry in which the Company operates (including as a result of this Agreement and the discharge of Borrower’s other obligations hereunderCompany being involved in business activities that are regulated under the United States Controlled Substances Act).

Indemnity. In addition As further consideration for Xxxxxx Xxxxx providing the services to the payment of expenses pursuant to Section 8.1 hereofBoard as set out in the Engagement Letter, and irrespective of whether the transactions contemplated hereby are consummated, Borrower Board agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) indemnify Xxxxxx Xxxxx from and against all losses arising out of, or in connection with, the engagement or otherwise, by reason of, or in connection with any other matter or activities referred to as contemplated in the Engagement Letter which Xxxxxx Xxxxx may suffer or incur in any jurisdiction. All costs and expenses incurred by Xxxxxx Xxxxx will be reimbursed by the Board promptly on demand, including any reasonable costs incurred in connection with the investigation of, preparation for, or defence of any pending or threatened litigation or claim within the terms of the indemnity or any matter incidental thereto. The Board will not be responsible for any losses to the extent that they arise from, or have resulted from, the negligence of Xxxxxx Xxxxx or from the knowing disregard of matters of which Xxxxxx Xxxxx, or its partners, Directors, managers or employees had actual knowledge, or from Xxxxxx Xxxxx’x bad faith or wilful default. This indemnity will be in addition to any rights that Xxxxxx Xxxxx may have at common law or otherwise (including, but not limited to, any right of contribution). If Xxxxxx Xxxxx becomes aware of any claim relevant for the purposes of the indemnity, we will promptly notify the Board of the claim and will, subject to being indemnified by you to our reasonable satisfaction against all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suitsliabilities, claims, costs, expensescharges and expenses suffered or incurred thereby, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativetake, or judicial proceedingprocure to be taken, whether such Indemnitee shall be designated action as the Board may reasonably request to avoid a party thereto)dispute, that may be imposed onresist, incurred byappeal, compromise or asserted against defend such Indemnitee, in any manner a claim. Xxxxxx Xxxxx will provide the Board and its legal advisers with such information and documentation relating to or arising out such claim as the Board may reasonably require. Xxxxxx Xxxxx reserves the right to choose the personnel to undertake the engagement on behalf of the Revolving Credit Facility Commitment, Board and to change them as we consider necessary during the use or intended use course of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, engagement. Xxxxxx Xxxxx confirms that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee we will use its reasonable efforts to cooperate staff with the appropriate level of expertise and experience for the type of work being undertaken in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderengagement.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Sponsor shall indemnify, exonerate, defend, pay, defend (by counsel reasonably acceptable to TSRI) and hold harmless Lender, TSRI and any holder parent, subsidiary or other affiliated entity of any interest in this Agreement, TSRI and the officerstheir trustees, directors, officers, employees, scientists, agents, successors, assigns and agents of and counsel to Lender and such holders other representatives (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesclaims, obligationssuits, lossesactions, damages, penaltiesliabilities, actions, causes of action, judgments, suits, claims, costs, losses and other expenses, and disbursements of any kind or nature whatsoever (includingincluding without limitation reasonable attorney’s fees, the reasonable expert witness fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, costs incurred by or judicial proceedingasserted against the Indemnitees, whether such Indemnitee shall be designated or not a party theretolawsuit or other proceeding is filed (collectively “Claim”), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising arise out of the Revolving Credit Facility Commitment, the use or intended relate to any third party allegations or suits regarding Sponsor’s use of the proceeds of the Loans Technology or the consummation exercise of the transactions contemplated by this Agreement, including its non-exclusive license rights under Section 3.1(b). Sponsor shall not enter into any matter relating to or arising out settlement of the filing or recordation of such Claims that imposes any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, howeverobligation on TSRI, that Borrower shall does not unconditionally release TSRI from all liability or that would have no obligation hereunder an adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. In the event an Indemnitee seeks indemnification with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim Claim under the indemnification provisions of this Section 8.2. If any investigative9.11, judicialit shall notify Sponsor in writing of such Claim as soon as reasonably practicable after it receives notice of such Claim, or administrative proceeding arising from any shall permit Sponsor to assume direction and control of the foregoing is brought against any Indemnitee indemnified or intended defense of the Claim (including the right to be indemnified pursuant to this Section 8.2settle the Claim solely for monetary consideration, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory subject to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts limitations of the preceding sentence) using counsel selected by Sponsor and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Sponsor) in the defense of the Claim. Notwithstanding the above, Indemnitees, at [***] expense, shall have the right to retain separate independent counsel to assist in defending any such actionClaims. In the event Sponsor fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, writ, or proceeding. To Indemnitees shall have the extent that the undertaking right to indemnify, paydefend themselves, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative that case, Sponsor shall reimburse Indemnitees for all of any law their reasonable attorney’s fees, costs and damages incurred in settling or public policy, Borrower shall make the maximum contribution to the payment and satisfaction defending such Claims within [***] days of each of the Indemnified Liabilities that is permissible under applicable lawIndemnitees’ written requests. The obligations This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderSponsor to Indemnitees.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Mortgagor hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, protect and hold harmless Lender, Mortgagee and any holder of any interest in this Agreement, and the officers, directors, its employees, officers and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligationsclaims and obligations which may be incurred, losses, damages, penalties, actions, causes asserted or imposed upon them or any of action, judgments, suits, claims, costs, expenses, and disbursements them as a result of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigationuse, administrativeoperation, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation lease of any of the Loan Documents which filing Land and Property, or recordation is done based upon information supplied by Borrower any part thereof, or as a result of Mortgagee seeking to Lender obtain performance of any of the obligations due with respect to the Land and its counsel (the “Indemnified Liabilities”)Property; provided, however, that Borrower the foregoing indemnity shall have no obligation hereunder with respect not extend to Indemnified Liabilities arising such liabilities, claims or obligations as result from the fraud, gross negligence or willful intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions that occur after a foreclosure or deed in lieu of foreclosure. In case Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise or in the event Mortgagee commences advertising of an intended foreclosure sale in connection with a foreclosure judgment, and such Indemnitee. Each Indemnitee will promptly notify Borrower proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then in every such case (i) Mortgagor and Mortgagee shall be restored to their former positions and rights, (ii) all rights, powers and remedies of Mortgagee shall continue as if no such proceeding had been taken, (iii) each event and every Event of which it has knowledge Default declared or occurring prior or subsequent to such withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of Default, and (iv) neither this Mortgage, nor the Waterpark Lease, nor the Guaranty, nor the Obligations, nor any other Security Document shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and Mortgagor hereby expressly waives the benefit of any statute or rule of law now provided, or which may give rise hereafter be provided, which would produce a result contrary to a claim under the indemnification provisions of or in conflict with this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersentence.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Each Seller hereby are consummated, Borrower agrees to indemnifyindemnify Buyer, exonerate, defend, pay, Buyer’s Affiliates and hold harmless Lender, and any holder each of any interest in this Agreement, and the its officers, directors, employees, employees and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsfees, costs, expensesexpenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, and disbursements of collectively “Indemnified Amounts”) that may at any kind or nature whatsoever time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with, or relating to, this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided, that neither Seller shall be liable for losses resulting from the gross negligence, bad faith or willful misconduct of Buyer or any other Indemnified Party. Without limiting the generality of the foregoing, each Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, that neither Seller shall be liable for losses resulting from the gross negligence, bad faith or willful misconduct of Buyer or any other Indemnified Party. In any suit, proceeding or action brought by Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, each Seller will save, indemnify and hold Buyer harmless from and against all out-of-pocket expense (including reasonable attorneys’ fees of outside counsel), loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by either Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from either Seller. Each Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable out-of-pocket costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 26 and Article 3 (including, without limitation, all Due Diligence Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Buyer’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of counsel for its outside counsel. Each Seller hereby acknowledges that the obligation of such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee Seller hereunder is a recourse obligation of Seller. This Article 25 shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder not apply with respect to Indemnified Liabilities arising from the gross negligence Taxes other than any Taxes that represent losses, claims or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding damages arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundernon-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Banks and any holder of any interest in this Agreement, and the their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto)in addition to any other obligations or liabilities of Borrower to the Banks hereunder or at common law or otherwise, that may be imposed onand shall survive any termination of this Agreement, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out the expiration of the Revolving Credit Facility Commitment, Loans and the use or intended use payment of the proceeds all indebtedness of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender the Banks hereunder and its counsel (under the “Indemnified Liabilities”); providedNotes, however, provided that Borrower shall have no obligation hereunder under this Section to the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such IndemniteeIndemnified Party. Each Indemnitee will promptly If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrower of each event of which it has knowledge which may give rise such Claim (but failure to a claim under do so shall not affect the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use The Indemnified Party shall have the right to employ, at Borrower's expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. Borrower may at its reasonable efforts to cooperate own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such actionIndemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on Agent as well as from the consequences of its own ordinary negligence, writwhether or not that negligence is the sole, contributing, or proceeding. 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 concurring cause of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderClaim.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof4.15 and Section 9.6, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, Borrower agrees each of the Borrowers and each of their respective Subsidiaries (as "Indemnitor") agrees, jointly and severally, to indemnifyindemnify each Lender, exonerateeach holder of any Loan or, defendSenior Note and any Warrant and any stockholder, paygeneral partner, limited partner, officer, director, agent and Affiliate of any such Lender or holder (collectively called the "Indemnitees"), in respect of, and hold them harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against against, any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed onLosses suffered, incurred by, or asserted against such Indemniteesustained by any of them or to which any of them becomes subject, in any manner relating to or arising out of or relating to this Agreement, the Revolving Credit Facility CommitmentOperative Agreements, the Lenders' agreements to make the Loans or the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel Loans hereunder (the “"Indemnified Liabilities”"); provided, however, that Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities arising Liability to the extent that such Indemnified Liability arises solely from the gross negligence or willful misconduct of any such that Indemnitee. Each Indemnitee will promptly notify Borrower shall give the Indemnitor prompt written notice of each event of which it has knowledge which may any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim under of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any obligations of the foregoing Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is brought against prejudiced thereby. 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 no Indemnitor will 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) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as 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, however, 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 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 indemnified or intended to be indemnified for any settlement of any claim pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use 9.4 that is effected without its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingprior written consent. To the extent that the undertaking to indemnify, pay, indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law Law or public policy, Borrower the Company shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable Law, to the payment and satisfaction of each of the all Indemnified Liabilities that is permissible under applicable law. The obligations incurred by the Indemnitee for any of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderthem.

Indemnity. In addition to the payment The Trust shall indemnify Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of expenses pursuant to Section 8.1 hereofjudgments, in compromise or as fines and penalties, and irrespective of whether the transactions contemplated hereby are consummatedcounsel fees, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees reasonably incurred by him in connection with the defense or disposition of any investigationaction, administrative, suit or judicial proceedingother proceeding by the Trust or any other person, whether such Indemnitee shall be designated a party thereto)civil or criminal, that in which he may be imposed oninvolved or with which he may be threatened, incurred bywhile in office or thereafter, by reason of his being or asserted against having been such Indemniteea Trustee, officer, employee or agent, except in respect of any manner relating matter as to which he shall have been adjudicated to have acted in bad faith or arising out with willful misconduct or reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that his action was in the best interests of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)Trust; provided, however, that Borrower as to any matter disposed of by a compromise payment by Indemnitee pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have no obligation hereunder with respect received a written opinion from counsel approved by the Trust to Indemnified Liabilities arising from the gross negligence effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of Indemnitee or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to unless a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any meeting of the foregoing is brought against any Indemnitee indemnified Trustees at which a quorum consisting of Trustees who are not parties to or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend threatened with such action, suitsuit or other proceeding shall make such a determination. The rights accruing to Indemnitee under this Agreement shall not exclude any other right to which he may be lawfully entitled; provided, however, that Indemnitee may satisfy any right of indemnity or proceeding reimbursement granted herein or cause to which he may be otherwise entitled only out of the same Trust property. The Trust may make advance payments in connection with indemnification under this Agreement, provided that Indemnitee shall have given a written undertaking to be resisted and defended by counsel designated by Borrower (which counsel reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification. The level of the indemnification shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the full extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations net equity based on appraised and/or market value of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderIndemnitor.

Indemnity. In addition Borrowers agree to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Banks and any holder of any interest in this Agreement, and the their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto)in addition to any other obligations or liabilities of Borrowers to the Banks hereunder or at common law or otherwise, that may be imposed onand shall survive any termination of this Agreement, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out the expiration of the Revolving Credit Facility CommitmentLoans and the payment of all indebtedness of Borrowers to the Banks hereunder and under the Notes, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, provided that Borrower Borrowers shall have no obligation hereunder under this Section to the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Indemnified Party. If any investigativeClaim is asserted against any Indemnified Party, judicial, or administrative proceeding arising from any the Indemnified Party shall endeavor to notify Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use The Indemnified Party shall have the right to employ, at Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. Borrowers may at its reasonable efforts to cooperate own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such actionIndemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the provisions of this Section to apply to and protect each Indemnified Party from the consequences of any liability including strict liability imposed or threatened to be imposed on Agent as well as from the consequences of its own ordinary negligence, writwhether or not that negligence is the sole, contributing, or proceeding. 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 concurring cause of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderClaim.

Indemnity. In addition to 8.1 IMRO shall at all times (notwithstanding the payment termination of expenses pursuant to Section 8.1 hereofthis Agreement) be liable for, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, and any holder of any interest in this Agreement, and the Licensee (together with its officers, directors, employees, servants and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”agents) from and against any and all liabilitiesliability, obligations, lossesloss, damages, penaltiescosts, actionslegal costs, causes professional and other expenses of any nature whatsoever incurred or suffered by Licensee arising from any infringement or alleged infringement by Licensee of any third party intellectual property rights in consequence of the authorized use of Licensed Repertoire provided that : (a) If Licensee becomes aware of any complaint, claim, demand, threatened proceedings or proceedings arising out of it’s use of Licensed Repertoire, Licensee shall forthwith and without delay notify IMRO in writing giving full particulars of the circumstances. (b) Licensee shall make no comment or admission to any third party in respect of such circumstances without the prior consent of XXXX. (c) IMRO shall in its sole discretion be entitled to decide what action (including litigation, arbitration or compromise) if any to take in respect of any claim or counterclaim brought or threatened in respect of the use of its repertoire. (d) IMRO shall not be obliged to bring or defend any proceedings whether for copyright infringement or otherwise in relation to its repertoire if it decides in its sole discretion not to do so and Licensee shall not be entitled to bring any action or proceedings in relation to Licensed Repertoire regardless of any such decisions. (e) IMRO shall have the conduct of all proceedings relating to its repertoire. (f) Licensee will co-operate with IMRO in taking such further action at the reasonable request of IMRO as it may from time to time deem appropriate to protect its repertoire and IMRO shall meet all expenses incurred by Licensee to third parties in giving such assistance. In particular, Licensee will, at the reasonable request of IMRO, give full co-operation to IMRO (including the provision of documentation and making relevant people available) in any action, judgmentsclaim or proceedings brought or threatened in respect of XXXX’s repertoire. (g) IMRO shall be entitled to retain any payment including any damages or costs award from any third party arising out of any dispute relating to the use of its repertoire under this Agreement. (h) In any proceedings which are brought or defended by XXXX, suitsIMRO shall be entitled to claim in respect of any loss suffered or likely to be suffered by Licensee but IMRO shall be entitled to retain any damages awarded in respect of such claim and the provisions of any applicable law, claimsinsofar as the same may apply to the contrary, are hereby, to such extent only, expressly excluded. (i) If at any time an allegation of infringement of third party rights is made in respect of Licensed Repertoire or, if in Licensee’s reasonable opinion such an allegation is likely to be made, IMRO may at it’s own expense take such action as it deems appropriate, including modifying its repertoire, so as to avoid the infringement, 8.2 Licensee understands and agrees that the use of Licensed Repertoire and any other material provided to it under this Agreement is subject to all applicable laws, enactments, regulations and other similar instruments (including, without limitation, all applicable local laws relating to advertising, broadcasting, health and safety and telecommunications), and that Licensee shall at all times be solely liable and responsible for such due observance and performance. IMRO shall not be liable to indemnify to Licensee for any payment or costs arising as a result of its failure to comply with all applicable laws. 8.3 Licensee shall at all times (notwithstanding the termination of this Agreement) be liable for, indemnify and hold harmless IMRO (together with its officers, servants and agents) against any and all liability, loss, damages, costs, expenseslegal costs, professional and disbursements other expenses of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, incurred or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or suffered by IMRO arising out of the Revolving Credit Facility Commitment, the use breach or intended use non-performance by Licensee of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Borrower hereby are consummated, Borrower agrees to defend, indemnify, exonerate, defend, pay, pay and hold harmless Lender, and any holder the agents and affiliates of any interest in this AgreementLender (collectively, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “"Indemnitees” and individually as “Indemnitee”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdisbursements, expenses, costs and disbursements expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened, whether or not such Indemnitee Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, by or asserted against such Indemniteethe Indemnitees, 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 Revolving Credit Facility Commitment, 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 Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “"Indemnified Liabilities”"); provided, however, provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising directly and solely resulting from the gross negligence or willful misconduct of any such Indemnitee. Each that Indemnitee will promptly notify Borrower as determined by a court of each event of which it has knowledge which may give rise to competent jurisdiction in a claim under the indemnification provisions of this Section 8.2. If any investigativefinal, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingnon-appealable order. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make contribute the maximum contribution portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of each all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under undertakings and indemnification set out in this Section 8.2 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition to (a) Each of the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, Parties shall indemnify and hold harmless Lender, the other(s) and any holder of any interest in this Agreement, and the officersits respective members, directors, officers, employees, agents and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) other representatives harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind charges, losses or nature liabilities whatsoever (including, the reasonable without limitation, legal fees and disbursements claims of counsel for third parties of whatsoever kind, but excluding special, incidental or consequential damages) arising from or incidental to any failure by such Indemnitees in connection with party to perform and discharge its obligations and liabilities herein; PROVIDED HOWEVER that this indemnity shall not apply (nor shall it be deemed to apply) to the extent of any investigationdamages, administrativecosts, expenses, charges, losses or liabilities whatsoever resulting from, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred contributed to by, the negligence, wrongful intentional act or asserted against such Indemnitee, in any manner relating failure to act or arising out breach of Agreement of the Revolving Credit Facility Commitmentclaiming party or its members, trustees, directors, officers, employees, agents and representatives. (b) CBS hereby agrees to indemnify and hold Supplier, and its respective directors, officers, employees, agents and other representatives harmless from and against all damages, costs, expenses, charges, losses or liabilities whatsoever (but excluding special, incidental or consequential damages) arising from or incidental to any latent defect in the use Plasma; PROVIDED HOWEVER that this indemnity shall not apply (nor shall it be deemed to apply) to the extent that those damages, costs, expenses, charges, losses or intended use of liabilities whatsoever resulted from: (i) the proceeds of negligence of, or an intentional act or failure to act by Supplier; or, (ii) the Loans or the consummation of the transactions contemplated material breach by this AgreementSupplier, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing terms or recordation is done based upon information supplied conditions of this Agreement; or (iii) any unauthorized or false warranty made by Borrower Supplier. (c) Supplier hereby agrees to Lender indemnify and hold CBS and its counsel respective directors, officers, employees, agents and other representatives harmless from and against all damages, costs, expenses, charges, losses or liabilities whatsoever (but excluding special, incidental or consequential damages) arising from or incidental to any latent defect in the Products; PROVIDED HOWEVER that this indemnity shall not apply (nor shall it be deemed to apply) to the extent that those damages, costs, expenses, charges, losses or liabilities whatsoever resulted from: (i) the negligence of, or an intentional act or failure to act by CBS; or, (ii) the material breach by CBS of any of the terms or conditions of this Agreement; or, (iii) any unauthorized or false warranty made by CBS. (d) In the event that a party (the “Indemnified LiabilitiesIndemnitee”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct ) becomes aware of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event action, claim or demand in respect of which it has knowledge which may give rise the other party (the “Indemnitor”) is liable to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified indemnify indemnitee pursuant to this Section 8.2Agreement, Borrower, will resist the Indemnitee shall promptly notify the Indemnitor thereof. The Indemnitor shall at all times have the right at its sole and defend such action, suit, or proceeding or cause only expense to dispute and contest in the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to name of the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of otherwise any such action, writ, claim or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawdemand. The obligations of Borrower under this Section 8.2 Indemnitee shall fully co-operate with the Indemnitor and its counsel in any proceedings with respect to any such action, claim or demand, (e) These indemnities shall survive the termination of this Agreement and shall be in addition to and shall not affect any other indemnity contained herein. The Indemnitor shall also have the discharge right at all times, at its sole and only expense, to settle any action, claim or demand subject to the right of Borrower’s other obligations hereunderthe Indemnitee to approve any and all documentation of or relating to, such settlement.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender-Related Persons, and any holder of any interest in this Agreementeach Participant (collectively, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility CommitmentRevolver Commitments, the use or intended use of the proceeds of the Loans Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender Agent and its counsel (the “Indemnified Liabilities”); provided, howeverthat if determined in a final, non-appealable judgement of a court of competent jurisdiction that Borrower shall have no any obligation hereunder with respect to Indemnified Liabilities arising arises from the gross negligence or willful misconduct of any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, Each Pledgor jointly and irrespective of whether the transactions contemplated hereby are consummated, Borrower severally agrees (i) to indemnify, exonerate, defend, pay, reimburse and hold harmless Lenderthe Pledgee and each other Secured Creditor and their respective successors, and any holder of any interest in this Agreement, and the officers, directorsassigns, employees, agents and agents of affiliates (individually, an “Indemnitee”, and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’, agents’ and professional advisors’ fees and expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, actions, causes of action, judgments, suits, claims, costsdemands, expenseslosses, judgments and disbursements liabilities (including, without limitation, liabilities for penalties) or expenses of any whatsoever kind or nature whatsoever (including, to the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, extent incurred by, or asserted against such Indemnitee, in any manner relating to or arising out by reason of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). 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 such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which matter or thing in connection with this Agreement other than to account for monies or other property actually received by it has knowledge which may give rise to a claim under in accordance with the indemnification provisions of this Section 8.2terms hereof. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended and to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. 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 such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that such obligations which is permissible under applicable law. The indemnity obligations of Borrower under each Pledgor contained in this Section 8.2 11 shall survive continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, the termination of this Agreement all Secured Hedging Agreements, and the payment of all other Obligations and notwithstanding the discharge of Borrower’s other obligations hereunderthereof.

Indemnity. In addition to The Plan Administrator, the payment members of expenses pursuant to Section 8.1 hereofthe Post-Consummation Trust Committee, Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and irrespective of whether the transactions contemplated hereby are consummatedtheir respective agents, Borrower agrees to indemnifyemployees, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employeesprofessionals, attorneys, accountants, advisors, representatives and agents of and counsel to Lender and such holders principals (collectively collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) shall be indemnified and held harmless by the Post-Consummation Trust, to the fullest extent permitted by law, solely from and against the Post-Consummation Trust Assets and/or the Trust Proceeds for any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and expenses, and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees, disbursements and related expenses which the reasonable fees and disbursements of counsel for such Indemnitees Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any investigationaction, administrativesuit, proceeding or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, investigation brought or asserted threatened against such Indemnitee, in any manner relating to one or arising out more of the Revolving Credit Facility Commitment, the use or intended use Indemnified Parties on account of the proceeds acts or omissions of the Loans Plan Administrator or the consummation members of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)Post-Consummation Trust Committee solely in their capacity as such; provided, however, that Borrower the Post-Consummation Trust shall have no obligation hereunder with respect not be liable to indemnify any Indemnified Liabilities arising Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the gross negligence Post-Consummation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or willful misconduct omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Post-Consummation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim indemnity under the indemnification provisions of this Section 8.27.6. If any investigative, judicial, or administrative proceeding arising from any of the The foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate indemnity in the defense respect of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 Party shall survive the termination of this Agreement and such Indemnified Party from the discharge of Borrower’s other obligations hereundercapacity for which they are indemnified.

Indemnity. In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, the Agent-Related Persons and the officersLender-Related Persons (collectively, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such IndemniteeIndemnitee (whether brought by a Borrower or any other Person), in any manner relating to or arising out of this Agreement or the Revolving Credit Facility Commitmentother Loan Documents, the Revolver Commitments, the use or intended use of the proceeds of the Loans Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by a Borrower to Lender Agent and its counsel (the “Indemnified Liabilities”); provided, however, that no Borrower shall have no any obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower as determined by a court of each event of which it has knowledge which may give rise to competent jurisdiction in a claim under the indemnification provisions of this Section 8.2final judgment. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, 8.2 the Borrowers will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower Borrowers (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower the Borrowers under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s the Borrowers’ other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to 9.1 The Licencee shall indemnify, exonerate, defend, pay, defend and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) Indemnified Parties from and against any and all liabilitiesthird party claims, obligationsdemands, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements of any kind expenses (including reasonable legal fees) arising from or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with the exercise by the Licencee or a Sub-Licencee of the rights granted in Clause 2.1 or the actions of the Licencee, a Sub-Licencee or an Affiliate of either of them in relation to a Licenced Product, except to the extent any investigationsuch claims, administrativedemands, losses, damages and expenses arise from the negligent or wilful actions or inactions of misconduct by any Indemnified Party. 9.2 Promptly after receipt by CRT of any claim or alleged claim or notice of the commencement of any action, administrative or legal proceeding, or judicial proceedinginvestigation to which the indemnity provided for in this Clause 9 may apply, whether CRT shall give written notice to the Licencee of such Indemnitee fact and the Licencee shall have the option to assume the defence thereof by election in writing within thirty (30) days of receipt of CRT’s notice. If the Licencee fails to make such election, the Indemnified Party may assume such defence and the Licencee will be liable for the reasonable legal and other expenses consequently incurred in connection with such defence. The Parties will co-operate in good faith in the conduct of any defence, will provide such reasonable assistance as may be required to enable any claim to be defended properly and the Party with conduct of the action shall promptly provide to the other Party copies of all correspondence and documents and notice in writing of the substance of all oral communications relating to such action. 9.3 Should the Licencee assume conduct of the defence: 9.3.1 the Indemnified Party may retain separate legal advisers, at its sole cost and expense save that if the Licencee denies the applicability of the indemnity or reserves its position in relation to the same, the indemnity in this Clause 9 shall extend to the Indemnified Party’s costs and expenses so incurred; and 9.3.2 the Licencee will not, except with the written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditions or delayed, consent to the entry of any judgment or enter into any settlement provided always, that if the Indemnified Party shall not consent to such entry of judgment or settlement, the amount which the Indemnified Party shall be designated a party thereto), that may entitled to recover from the Licencee pursuant to this Clause 9 shall be imposed on, incurred bylimited to the amount for which the action would otherwise have been settled or compromised; and 9.3.3 CRT and any other Indemnified Party shall not admit liability in respect of, or asserted against compromise or settle any such Indemniteeaction without the prior written consent of the Licencee, such consent not to be unreasonably withheld, conditioned or delayed; and 9.3.4 Licencee shall not be responsible for or bound by any settlement made by CRT in breach of Clause 9.3.3, provided, that, 9.3.5 Notwithstanding the foregoing, the Licencee may, without the consent of the Indemnified Party, settle a third party claim solely to the extent such settlement is strictly monetary in nature, places no further obligations or penalties on the Indemnified Parties and the Licencee includes a release in the settlement agreement to absolve the Indemnified Parties from any manner relating to or and all liabilities arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersettled claims.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, The Composer shall at all times indemnify and hold harmless Lender, InStyle and any holder licensee of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) InStyle from and against any and all liabilities, obligations, lossesclaims, damages, penaltiesdemands, actionsliabilities, causes of action, judgments, suits, claims, costs, costs and expenses, including legal expenses and disbursements reasonable counsel fees, arising out of any kind breach or nature whatsoever (includingalleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable counsel fees and disbursements of counsel for such Indemnitees court costs incurred in connection with any investigationclaim, administrative, action or judicial proceeding, whether proceeding brought by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out claim within thirty (30) days of the Revolving Credit Facility Commitment, the use or intended use date InStyle receives written notice of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemniteethereof. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which The Composer may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate participate in the defense of any such actionclaim through counsel of the Composer’s selection at the Composer’s own expense, writbut InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or proceedingresume control of the conduct of the defense. To Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that that) the undertaking to indemnify, payComposer shall provide InStyle with a commercial surety bond issued by a company, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law a form, reasonably satisfactory to InStyle. If no formal action or public policyother proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, Borrower InStyle shall make the maximum contribution not continue to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower withhold Royalties in connection therewith under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderSection.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower The Pledgor agrees (i) to indemnify, exonerate, defend, pay, reimburse and hold harmless Lenderthe Pledgee and its respective successors, and any holder of any interest in this Agreement, and the officers, directorsassigns, employees, agents and agents of affiliates (individually an “Indemnitee”, and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, 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 expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other secured debt agreement (but excluding any obligations, damages, injuries, penalties, actions, causes of action, judgments, suits, claims, costsdemands, expenseslosses, judgments and disbursements liabilities (including, without limitation, liabilities for penalties) or expenses of any whatsoever kind or nature whatsoever (including, to the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, extent incurred by, or asserted against such Indemnitee, in any manner relating to or arising out by reason of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). 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 such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which matter or thing in connection with this Agreement other than to account for monies or other property actually received by it has knowledge which may give rise to a claim under in accordance with the indemnification provisions of this Section 8.2terms hereof. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended and to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking obligations of the Pledgor under this Section 11 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 make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that such obligations which is permissible under applicable law. The indemnity obligations of Borrower under the Pledgor contained in this Section 8.2 11 shall survive continue in full force and effect notwithstanding the termination full payment of this Agreement all Secured Obligations and notwithstanding the discharge of Borrower’s other obligations hereunderthereof.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower Royalty Flow agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, Escrow Agent and any holder of any interest in this Agreement, and the officersEscrow Agent’s related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and agents of partners and counsel to Lender and such holders third-party service providers (collectively the “Indemnitees” and individually as “IndemniteeEscrow Agent Indemnified Parties”) from and against any and all liabilitiesloss, obligationsliability, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativeclaim, or judicial proceedingdemand, whether such Indemnitee shall be designated a party theretoincluding reasonable attorney’s fees (collectively “Expenses”), that may be imposed on, incurred by, or asserted against such Indemnitee, in made by any manner relating third party due to or arising out of the Revolving Credit Facility Commitment, the use this Agreement or intended use which arise directly or indirectly by virtue of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating Escrow Agent’s undertaking to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)serve as Escrow Agent hereunder; provided, however, that Borrower no Escrow Agent Indemnified Party shall have no obligation hereunder with respect be entitled to indemnity in case of such Escrow Agent Indemnified Liabilities arising from the Party’s gross negligence or willful misconduct misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise claim or action and all negotiations for settlement or compromise, and to a claim under the indemnification provisions of this Section 8.2. If any investigativeselect or approve defense counsel, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended and Royalty Flow agrees to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to fully cooperate with Escrow Agent in the defense of any such claim, action, writsettlement, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundercompromise negotiations.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Tenant shall indemnify, exonerateprotect, defend, pay, defend and save and hold harmless LenderLandlord, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders Landlord’s Agents (collectively the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) harmless from and against any and all losses, costs, liabilities, obligations, losses, damages, penalties, actions, causes of actionclaims, judgments, suitsliens, claimsdamages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, expensesand reasonable investigation costs, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees incurred in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of from: (a) any default by Tenant in the Revolving Credit Facility Commitment, the use observance or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation performance of any of the Loan Documents which filing terms, covenants or recordation is done based upon information supplied by Borrower conditions of this Lease on Tenant’s part to Lender and its counsel (the “Indemnified Liabilities”); providedbe observed or performed, however, that Borrower shall have no obligation hereunder including Tenants obligations under Article 6 with respect to Indemnified Liabilities arising the Ground Lease, (b) the use or occupancy or manner of use or occupancy of the Premises, the Building and the Property by Tenant and Tenant’s Agents or any person claiming under Tenant, (c) the condition of the Premises, and any occurrence on the Premises, the Building or the Property from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Parties, and (d) any such Indemniteenegligence of Tenant or of Tenant’s Agents, in, on or about the Premises, the Building or the Common Area. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise In case any action or proceeding be brought, made or initiated against the Indemnified Parties relating to a claim any matter covered by Tenant’s indemnification obligations under the indemnification provisions of this Section 8.2. If any investigativeor under Section 13.4, judicialTenant, upon notice from the Landlord, shall at its sole cost and expense, resist or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such actionclaim, suit, action or proceeding or cause the same to be resisted and defended by counsel designated approved by Borrower (which counsel shall be reasonably satisfactory the Indemnified Parties. Notwithstanding the foregoing, to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense extent any Indemnified Party reasonably believes a conflict of interest exists between such Indemnified Party and any such actionother Indemnified Party, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawParties may retain its own counsel to defend or assist in defending any claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such counsel. The Tenant’s obligations of Borrower under this Section 8.2 shall survive the expiration or earlier termination of this Agreement Lease. Each of the Indemnified Parties is an intended third-party beneficiary of this Section 14.1 and shall be entitled to enforce the discharge of Borrower’s other obligations hereunderprovisions hereof.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, (a) The Escrow Agent shall be indemnified and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold held harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) by________ from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable including counsel fees and disbursements of counsel for such Indemnitees disbursements, or loss suffered by the Escrow Agent in connection with any investigationaction, administrative, suit or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, other proceeding involving any claim which in any manner relating to way, directly or arising indirectly, arises out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by relates to this Agreement, including any matter relating to or arising out the services of the filing Escrow Agent hereunder, other than expenses or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any such Indemniteedemand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. Each Indemnitee will promptly notify Borrower of each In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the Nature of Interpleader in any state of federal court located in New York County, State of New York. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgement, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which it has knowledge which may give rise is believed by the Escrow Agent to a claim under be genuine and to be signed or presented by the indemnification provisions proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Section 8.2. If Agreement unless evidenced by a writing delivered to the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (c) The Escrow Agent shall not be liable for any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended action taken by it in good faith and believed by it to be indemnified pursuant to authorized or within the rights or powers conferred upon it by this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, payAgreement, and hold harmless set forth may consult with counsel of its own choice and shall have full and complete authorization and indemnification, for any action take or suffered by it hereunder in good faith and in accordance with the preceding sentence may be unenforceable because it is violative opinion of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this such counsel. (d) This Section 8.2 7 shall survive the termination of this Agreement and or the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Escrow Agent for any reason.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofEach Party will defend, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, save and hold harmless Lender, and any holder of any interest in this Agreement, the other Party and the officers, directors, employeesagents, affiliates, distributors, franchisees and agents employees of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) other Party from and against any and all third party claims, demands, liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, costs or expenses, and disbursements including reasonable attorneys' fees ("LIABILITIES"), resulting from the indemnifying Party's material breach of any kind or nature whatsoever (includingobligation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativerepresentation, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out warranty of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including . If a Party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") becomes aware of any matter relating to or arising out of the filing or recordation of it believes is indemnifiable hereunder involving any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); providedclaim, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, investigation, arbitration or other proceeding or cause against the same to Indemnified Party by any third party (each an "ACTION"), the Indemnified Party shall give the other Party (the "INDEMNIFYING PARTY") prompt written notice of such Action. Such notice shall (i) provide the basis on which indemnification is being asserted and (ii) be resisted accompanied by copies of all relevant pleadings, demands, and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory other papers related to the Indemnitee or intended Indemnitee)Action and in the possession of the Indemnified Party. Each Indemnitee will use The Indemnifying Party shall have a period of ten (10) days after delivery of such notice to respond. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its reasonable efforts counsel in the defense and the Indemnified Party shall have the right to cooperate participate fully, at its own expense, in the defense of such Action. If a dispute arises over whether the Party requesting indemnification hereunder is so entitled, the Party requesting indemnification shall be free, without prejudice to any of such actionParty's rights hereunder, writto compromise or defend (and control the defense of) such Action. Any compromise or settlement of an Action shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or proceedingdelayed. To the extent that the undertaking to indemnifyACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawVOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderTHE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnifyindemnity and save Lender and its successors, exonerateassigns, defend, pay, agents and hold servants harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesclaims, obligationsactions, suits, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensesliabilities, damages or expenses including actual expenses and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees attorneys' fees) incurred by Lender in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including without limitation: (i) any matter relating to loss, cost, liability, damage or arising out expense (including actual expenses and reasonable attorneys' fees) incurred in connection with the Facility Contracts; (ii) the delivery, ownership, alteration, operation, maintenance, return or other disposition of the filing Collateral; (iii) from any documentation deficiencies or recordation changes to the basic format of the Facility Contract; (iv) from the existence of any party having an interest, lien or claim in the Facility Contract(s), and/or the Facility Equipment covered thereby, and/or the proceeds thereof which interest, lien or claim is prior to the interest therein assigned to Lender hereby; (v) the construction of Lender and Borrower as having the relationship of joint venturers or partners, or (vi) the determination that Lender or Borrower has acted as agent for the other Borrower's obligations with respect to the indemnity set forth in this Section 9.7 shall survive repayment of all amounts due pursuant to the Loan Documents, the cancellation of the Notes and the release and/or cancellation of any and all of the Loan Documents Documents, Lender agrees to promptly notify Borrower of any matters in respect of which filing this indemnity may apply. If notified in writing of any action or recordation claim brought or threatened against Lender based on a claim for which Borrower is done based upon information supplied to provide indemnity and given full authority, information, and assistance for the defense of same by Lender, Borrower to Lender shall, without limitation, defend those actions or claims at its expense and its counsel (pay the “Indemnified Liabilities”); providedcosts and damages and attorneys' fees awarded in any such action or arising from any such claim, however, provided that Borrower shall have no obligation hereunder with respect the right to Indemnified Liabilities arising from control the gross negligence or willful misconduct defense and settlement of any all such Indemnitee. Each Indemnitee actions and claims Lender will promptly notify Borrower take all such actions (at the expense of each event of which it has knowledge which Borrower) as may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated reasonably requested by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee assist Borrower in connection with such defense or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersettlement.

Indemnity. In addition to the payment of expenses pursuant to Lessee shall indemnify, defend and keep harmless Lessor and any Assignee (as defined in Section 8.1 hereof17), and irrespective of whether the transactions contemplated hereby are consummatedtheir respective agents and employees (each, Borrower agrees to indemnifyan "Indemnitee"), exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, Claims (other than such as may directly and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising proximately result from the actual, but not imputed, gross negligence or willful misconduct of any such Indemnitee), by paying, on a net after-tax basis, or otherwise discharging same, when and as such Claims shall become due. Each Lessee agrees that the Indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee will promptly notify Borrower from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each event 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 defense of and/or to settle any Claim, in each case, so long as (a) no Default or 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 Section, and (d) Lessor approves the defense counsel selected by Lessee. The term "Claims" shall mean all claims, allegations, xxxxx, 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 has knowledge 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 Default or 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 substances, or the premises at which the Equipment may give rise be located from time to a 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 under in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the indemnification provisions loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of this Section 8.2the 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 investigativeClaim Is made against Lessee or an Indemnitee, judicialthe party receiving notice of such Claim shall promptly notify the other, or administrative proceeding arising from any but the failure of the foregoing is brought against any Indemnitee indemnified or intended party receiving notice to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause so notify the same to be resisted and defended by counsel designated by Borrower (which counsel other shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense not relieve Lessee of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations obligation hereunder.

Indemnity. In addition to (a) The Escrow Agent shall be indemnified and held harmless by the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable including counsel fees and disbursements of counsel for such Indemnitees disbursements, or loss suffered by the Escrow Agent in connection with any investigationaction, administrative, suit or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, other proceeding involving any claim which in any manner relating to way, directly or arising indirectly, arises out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by relates to this Agreement, including any matter relating to or arising out the services of the filing Escrow Agent hereunder, other than expenses or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any such Indemniteedemand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the Parties in writing. Each Indemnitee will promptly notify Borrower of each In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the Nature of Interpleader in any state of federal court located in the State of New York. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgement, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which it has knowledge which may give rise is believed by the Escrow Agent to a claim under be genuine and to be signed or presented by the indemnification provisions proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Section 8.2. If Agreement unless evidenced by a writing delivered to the Escrow Agent. (c) The Escrow Agent shall not be liable for any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended action taken by it in good faith and believed by it to be indemnified pursuant to authorized or within the rights or powers conferred upon it by this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, payAgreement, and hold harmless set forth may consult with counsel of its own choice and shall have full and complete authorization and indemnification, for any action taken or suffered by it hereunder in good faith and in accordance with the preceding sentence may be unenforceable because it is violative opinion of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this such counsel. (d) This Section 8.2 7 shall survive the termination of this Agreement and or the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Escrow Agent for any reason.

Indemnity. In addition to the payment of expenses pursuant to Lessee shall indemnify, defend and keep harmless Lessor and any Assignee (as defined in Section 8.1 hereof17), and irrespective of whether the transactions contemplated hereby are consummatedtheir respective members, Borrower agrees to indemnifymanagers, exonerateofficers agents and employees (each, defendan "Indemnitee"), pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, Claims (other than such as may directly and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising proximately result from the actual, but not imputed, gross negligence or willful misconduct of any such Indemnitee), by paying or otherwise discharging same, when and as such Claims shall become due. Each Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee will promptly notify Borrower from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each event 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 defense of and/or to settle any Claim, in each case, so long as (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (3) Lessee is financially capable of satisfying its obligations under this Section, (4) Lessor approves the defense counsel selected by Lessee, and (5) there is no reasonable risk of criminal liability being imposed on Lessor or any of its Indemnitees as a result of such Claim. The term "Claims" shall mean all claims, allegations, xxxxx, 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), financing or securitization losses or charges, other charges that Lessor (or any of its affiliates) has incurred or for which it has knowledge which may give rise is responsible, in the nature of interest, Liens, financing charges and any other 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 a claim Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (A) any Lease Document, including the performance, breach (including any Default or Event of Default) or enforcement of any of the terms thereof, or any early repayment of Lessee’s obligations under the indemnification provisions Lease Documents (whether pursuant to acceleration, liquidation or otherwise) or any early termination of this Section 8.2the Lease, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which the Equipment may be located from time to time, or (C) 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 investigativeClaim is made against Lessee or an Indemnitee, judicialthe party receiving notice of such Claim shall promptly notify the other, or administrative proceeding arising from any but the failure of the foregoing is brought against any Indemnitee indemnified or intended party receiving notice to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause so notify the same to be resisted and defended by counsel designated by Borrower (which counsel other shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense not relieve Lessee of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations obligation hereunder.

Indemnity. In addition If the Company does not renounce to the payment of expenses pursuant to Section 8.1 hereofSubscriber, effective on or before December 31, 2008, and irrespective of whether incur on or before December 31, 2009 Qualifying Expenditures equal to the transactions contemplated hereby are consummatedCommitment Amount, Borrower agrees to indemnify, exonerate, defend, pay, the Company shall indemnify and hold harmless Lenderthe Subscriber and each of the partners thereof if the Subscriber is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and any holder pay to the Indemnified Person on or before the twentieth Business Day following the Termination Date, an amount equal to the amount of any interest tax (as referenced in paragraph (c) of the proposed definition of an “excluded obligation” in subparagraph 6202.1(5) of the regulation to the Act) payable under the Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the Subscriber is reduced pursuant to subsection 66(12.73) of the Act, the Company shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person, an amount equal to the amount of any tax (as referenced in paragraph (c) of the proposed definition of an “excluded obligation” in subparagraph 6202.1(5) of the regulation to the Act) payable under the Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction provided that nothing in this Agreement, paragraph shall derogate from any rights or remedies the Subscriber may have at common law with respect to liabilities other than those payable under the Act and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (includingcorresponding provincial legislation. For certainty, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower foregoing indemnity shall have no obligation hereunder with respect force or effect and the Subscriber shall not have any recourse or rights of action to Indemnified Liabilities arising from the gross negligence extent that such indemnity, recourse or willful misconduct rights of any such Indemnitee. Each Indemnitee will promptly notify Borrower action would otherwise cause the Flow-Through Shares to be “prescribed shares” within the meaning of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any section 6202.1 of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory regulations to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingAct. To the extent that any Person entitled to be indemnified hereunder is not a party to this Agreement, the undertaking to indemnify, pay, Subscriber shall obtain and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment rights and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination benefits of this Agreement in trust for, and on behalf of, such Person and such Person shall be entitled to enforce the discharge provisions of Borrower’s other obligations hereunderthis section notwithstanding that such Person is not a party to this Agreement.

Indemnity. In addition to The Liquidation Trust Administrator, the payment members of expenses pursuant to Section 8.1 hereofthe Liquidation Trust Committee, Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and irrespective of whether the transactions contemplated hereby are consummatedtheir respective agents, Borrower agrees to indemnifyemployees, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employeesprofessionals, attorneys, accountants, advisors, representatives and agents of and counsel to Lender and such holders principals (collectively collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) shall be indemnified and held harmless by the Liquidation Trust, to the fullest extent permitted by law, solely from and against the Liquidation Trust Assets and/or the Trust Proceeds for any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, causes of action, judgments, suits, claims, costs, liabilities and expenses, and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees, disbursements and related expenses which the reasonable fees and disbursements of counsel for such Indemnitees Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any investigationaction, administrativesuit, proceeding or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, investigation brought or asserted threatened against such Indemnitee, in any manner relating to one or arising out more of the Revolving Credit Facility Commitment, the use or intended use Indemnified Parties on account of the proceeds acts or omissions of the Loans Liquidation Trust Administrator or the consummation members of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)Liquidation Trust Committee solely in their capacity as such; provided, however, that Borrower the Liquidation Trust shall have no obligation hereunder with respect not be liable to indemnify any Indemnified Liabilities arising Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the gross negligence Liquidation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or willful misconduct omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Liquidation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim indemnity under the indemnification provisions of this Section 8.27.6. If any investigative, judicial, or administrative proceeding arising from any of the The foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate indemnity in the defense respect of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 Party shall survive the termination of this Agreement and such Indemnified Party from the discharge of Borrower’s other obligations hereundercapacity for which they are indemnified.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, The Parties shall jointly and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to severally indemnify, exoneratedefend and save harmless the Escrow Agent and its affiliates and their respective successors, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officersassigns, directors, employeesofficers, managers, attorneys, accountants, experts, agents and agents of and counsel to Lender and such holders employees (collectively the “Indemnitees” and individually as “Indemniteeindemnitees”) from and against any and all liabilities, obligations, losses, damages, claims, liabilities, penalties, judgments, settlements, actions, causes of action, judgments, suits, claimsproceedings, costslitigation, expensesinvestigations, and disbursements of any kind costs or nature whatsoever expenses (including, without limitation, the reasonable fees and disbursements expenses of outside counsel for such Indemnitees and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out (a) the Escrow Agent’s execution and performance of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including tax reporting or withholding, the enforcement of any matter relating to rights or arising out remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the filing or recordation indemnitee, except in the case of any indemnitee to the extent that such Losses are finally adjudicated by a court of the Loan Documents which filing or recordation is done based upon information supplied competent jurisdiction to have been primarily caused by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicialindemnitee, or administrative proceeding arising (b) its following any instructions or other directions, whether joint or singular, from any of the foregoing is brought against any Indemnitee indemnified or intended Parties, except to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that its following any such instruction or direction is expressly forbidden by the undertaking to indemnifyterms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, payreplacement or removal of the Escrow Agent or the termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and hold harmless set forth in security interest in, the preceding sentence may be unenforceable because it is violative Fund for the payment of any law claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow for its own account or public policy, Borrower shall make for the maximum contribution account of an indemnitee any amounts finally determined to be due to the payment and satisfaction of each of the Indemnified Liabilities that is permissible Escrow Agent or to an indemnitee under applicable lawthis Section 9. The obligations of Borrower under contained in this Section 8.2 9 shall survive the termination of this Agreement and the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Escrow Agent.

Indemnity. In addition to (a) Each of the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Grantors shall indemnify, exonerate, defend, pay, defend and hold harmless Lender, the Collateral Agent (and any holder of any interest in this Agreement, and the its officers, directors, employees, representatives and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and 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 its 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 negligence or bad faith on its part. The Collateral Agent (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by the Collateral Agent through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the Collateral Agent and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Collateral Agent are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld. (b) Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent the amount of any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, reasonable expenses, and disbursements of any kind or nature whatsoever (including, including the reasonable fees and disbursements expenses of its counsel for such Indemnitees and of any experts and agents, that the Collateral Agent may incur in connection with any investigation(i) the administration of this Agreement (in accordance with fee arrangements agreed between the Collateral Agent and FLL), administrative(ii) the custody, preservation, use or operation of, or judicial proceedingthe sale of, whether such Indemnitee shall be designated a party thereto)collection from or other realization upon, that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility CommitmentCollateral, (iii) the use exercise or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation enforcement of any of the Loan Documents which filing rights of the Collateral Agent or recordation is done based upon information supplied any other Secured Party against such Grantor hereunder or (iv) the failure by Borrower any Grantor to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence perform or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from observe any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderprovisions hereof.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, (a) The Composer shall at all times indemnify and hold harmless Lender, InStyle and any holder licensee of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) InStyle from and against any and all liabilities, obligations, lossesclaims, damages, penaltiesdemands, actionsliabilities, causes of action, judgments, suits, claims, costs, costs and expenses, including legal expenses and disbursements reasonable counsel fees, arising out of any kind breach or nature whatsoever (includingalleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. Such indemnity shall also extend to reasonable counsel fees and disbursements of counsel for such Indemnitees court costs incurred in connection with any investigationclaim, administrative, action or judicial proceeding, whether proceeding brought by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out claim within thirty (30) days of the Revolving Credit Facility Commitment, the use or intended use date InStyle receives written notice of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemniteethereof. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which The Composer may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate participate in the defense of any such actionclaim through counsel of the Composer’s selection at the Composer’s own expense, writbut InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or proceedingresume control of the conduct of the defense. To Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that that) the undertaking to indemnify, payComposer shall provide InStyle with a commercial surety bond issued by a company, and hold harmless set forth in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not continue to withhold Royalties in connection therewith under this Section. SECTION 6 - CLAIMS (1) InStyle shall have the right, but not the obligation, to take such action as it deems necessary, in the preceding sentence name of any or all of the parties to this Agreement, against any third party to protect the rights and interest acquired by InStyle under the Agreement. Composer shall, at InStyle’s request, co-operate fully with InStyle in any controversy which may arise or litigation which may be unenforceable because it is violative brought concerning InStyle’s rights and interests acquired under this Agreement. For greater certainty, InStyle shall have the right to settle, compromise or in any other manner dispose of any law matter, claim, action or public policyproceeding and to satisfy any judgement that may be rendered in any manner as InStyle in its sole discretion may determine. (2) Any legal action brought by InStyle against any alleged infringer of the Works shall be initiated and prosecuted by InStyle, Borrower and if there is any recovery made by InStyle as a result thereof, after deduction of the expenses of litigation, including but not limited to legal fees and court costs, a sum equal to 50% of such net proceeds shall make be paid to Composer. (3) If a claim is presented against InStyle with respect to any Composition or Master, InStyle shall have the maximum contribution right, until the claim has been fully adjudicated or settled, to withhold any and all amounts that may be or become due with respect to the payment and satisfaction of each Composition or Master which is the subject of the Indemnified Liabilities that is permissible under applicable lawclaim. The obligations Such withholding shall continue until the final resolution or settlement of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderany such claim.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof(a) Each Company hereby jointly and severally indemnifies and holds Laurus, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directorsits respective affiliates, employees, attorneys and agents of and counsel to Lender and such holders (collectively the each, an “Indemnitees” and individually as “IndemniteeIndemnified Person”) ), harmless from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, liabilities and disbursements expenses of any kind or nature whatsoever (including, the reasonable including attorneys’ fees and disbursements and other costs of counsel for such Indemnitees in connection with investigation or defense, including those incurred upon any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that appeal) which may be imposed on, incurred by, instituted or asserted against or incurred by any such IndemniteeIndemnified Person as the result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and administration of, or in any manner other way arising out of or relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, except to the extent that any such indemnified liability is finally determined by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. (b) Laurus shall indemnify, defend (at the Companies’ election) and hold harmless each Company, and each of its officers, directors, members, employees, agents, affiliates, customers, licensees and sublicenses, from any claim, liability, loss damage or expense, including reasonable attorneys’ fees and disbursements, caused by or arising out of the Revolving Credit Facility Commitment, the use any breach or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation alleged breach of any representation, warranty, covenant, obligation or agreement of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified Laurus pursuant to this Section 8.2Agreement or any Ancillary Agreement. Such Company shall notify Laurus in writing of any claim or litigation to which this indemnification applies, Borrower, will resist and defend such action, suit, or proceeding or cause Laurus shall have the same right to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in assume the defense of any such actionclaim or litigation, writ, provided that such Company shall have the right to participate in such defense at its own expense. Laurus shall have the right to approve or proceeding. To disapprove the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative settlement or disposition of any law such claim or public policylitigation proposed by such Company, Borrower which right shall make the maximum contribution to the payment and satisfaction expire twenty (20) business days following Laurus’ receipt of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderwritten notice with respect thereto. (c) NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY INDEMNIFYING PARTY OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, (a) The Company shall indemnify and hold harmless LenderSubscriber (to the extent a seller under the Registration Statement), and any holder of any interest in this Agreement, and the officers, directors, employeesagents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and agents each affiliate of and counsel Subscriber (within the meaning of Rule 405 under the Securities Act), to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) fullest extent permitted by applicable law, from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever costs (including, without limitation, reasonable and documented attorneys’ fees of one law firm) and expenses (collectively, “Losses”) caused by any untrue or alleged untrue statement of a material fact contained in the reasonable fees and disbursements Registration Statement, any prospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of counsel any prospectus, preliminary prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such Indemnitees information. The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Section 8 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, including any matter relating to or arising out indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the filing Securities Act and Section 20 of the Exchange Act) and each affiliate of the Company (within the meaning of Rule 405 under the Securities Act), to the fullest extent permitted by applicable law, from and against all Losses caused by any untrue or recordation alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, preliminary prospectus or supplement thereto, in light of the Loan Documents circumstances under which filing they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or recordation is done alleged omissions are based upon information supplied regarding Subscriber furnished in writing to the Company by Borrower or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares giving rise to Lender such indemnification obligation. Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 8 of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the foregoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless, in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the “Indemnified Liabilities”)indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person or entity of such indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to this Subscription Agreement. (e) If the indemnification provided under this Section 8 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that Borrower the liability of Subscriber shall have no obligation hereunder with respect be limited to Indemnified Liabilities arising the net proceeds received by Subscriber from the gross negligence or willful misconduct sale of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give Subscribed Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a claim under material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the indemnification provisions case of an omission), or relates to information supplied by or on behalf of (or not supplied by or on behalf of, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Section 8.28, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. If any investigative, judicial, or administrative proceeding arising from any No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the foregoing is brought against any Indemnitee indemnified or intended Securities Act) shall be entitled to be indemnified contribution pursuant to this Section 8.2, Borrower, will resist and defend 8(e) from any person or entity who was not guilty of such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory fraudulent misrepresentation. Notwithstanding anything to the Indemnitee contrary herein, in no event will any party be liable for consequential, special, exemplary or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate punitive damages in connection with this Subscription Agreement or the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundertransactions contemplated hereby.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, Each Pledgor jointly and irrespective of whether the transactions contemplated hereby are consummated, Borrower severally agrees (i) to indemnify, exonerate, defend, pay, reimburse and hold harmless Lenderthe Pledgee and each other Secured Creditor and their respective successors, and any holder of any interest in this Agreement, and the officers, directorsassigns, employees, agents and agents of affiliates (individually an “Indemnitee”, and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, 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 expenses, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other TL Secured Financing Documents (but excluding any obligations, damages, injuries, penalties, actions, causes of action, judgments, suits, claims, costsdemands, expenseslosses, judgments and disbursements liabilities (including, without limitation, liabilities for penalties) or expenses of any whatsoever kind or nature whatsoever (including, to the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, extent incurred by, or asserted against such Indemnitee, in any manner relating to or arising out by reason of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). 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 such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which matter or thing in connection with this Agreement other than to account for monies or other property actually received by it has knowledge which may give rise to a claim under in accordance with the indemnification provisions of this Section 8.2terms hereof. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended and to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. 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 such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that such obligations which is permissible under applicable law. The indemnity obligations of Borrower under each Pledgor contained in this Section 8.2 11 shall survive continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, the full payment of all of the outstanding Intermediate Holdco Indebtedness, the termination of this Agreement all 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 Borrower’s other obligations hereunderthe Termination Date.

Indemnity. In addition To the fullest extent allowed by law, Sublessee shall defend (with counsel reasonably acceptable to the payment of expenses pursuant to Section 8.1 hereofLessor), and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes present and future Claims arising during the term of action, judgments, suits, claims, costs, expenses, and disbursements of any kind this Agreement from or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativethe failure to comply with all Applicable Laws relating to the operation or maintenance of the Premises or the Alterations by Sublessee, or judicial proceedingthe activities or performance of Sublessee under this Agreement, whether such Indemnitee activity or performance is by Sublessee or by anyone directly or indirectly employed by or contracted with by Sublessee and whether such Claim shall be designated discovered before or after Lease Termination. The indemnity obligations of Sublessee under this Section 4.5 do not extend to Claims to the extent they arise as a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out result of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the Indemnitees’ gross negligence or willful misconduct of any such Indemniteemisconduct. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which At its sole discretion, the Lessor may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use participate at its reasonable efforts to cooperate own expense in the defense of any such actionclaim, writ, action or proceeding, but such participation shall not relieve Sublessee of any obligation imposed by this Agreement. To the extent that the undertaking The Lessor shall notify Sublessee promptly of any claim, action or proceeding and cooperate fully in its defense. Sublessee agrees to indemnifydefend, pay, indemnify and hold harmless set forth the Indemnitees from any claim, action or proceeding against the Indemnitees, arising solely out of the acts or omissions of the Lessor in the preceding sentence performance of this Agreement. At its sole discretion, the Lessor may be unenforceable because it is violative participate at its own expense in the defense of any law claim, action or public policyproceeding, Borrower but such participation shall make not relieve the maximum contribution to the payment and satisfaction Lessor of each of the Indemnified Liabilities that is permissible under applicable lawany obligation imposed by this Agreement. The obligations Lessor shall notify Sublessee promptly of Borrower under this Section 8.2 shall survive any claim, action or proceeding and cooperate fully in the termination of this Agreement and the discharge of Borrower’s other obligations hereunderdefense.

Indemnity. In addition to (a) The Escrow Agent shall be indemnified and held harmless by the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) Purchaser from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable including counsel fees and disbursements of counsel for such Indemnitees disbursements, or loss suffered by the Escrow Agent in connection with any investigationaction, administrative, suit or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, other proceeding involving any claim which in any manner relating to way, directly or arising indirectly, arises out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by relates to this Agreement, including any matter relating to or arising out the services of the filing Escrow Agent hereunder, other than expenses or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any such Indemniteedemand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. Each Indemnitee will promptly notify Borrower of each In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in any state of federal court located in New York County, State of New York. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgement, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which it has knowledge which may give rise is believed by the Escrow Agent to a claim under be genuine and to be signed or presented by the indemnification provisions proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended Agreement unless evidenced by counsel designated by Borrower (which counsel shall be reasonably satisfactory a writing delivered to the Indemnitee or intended Indemnitee). Each Indemnitee will use Escrow Agent are affected, unless it shall have given its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this prior written consent thereto. (c) This Section 8.2 7 shall survive the termination of this Agreement and or the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Escrow Agent for any reason.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to (a) The Issuer shall indemnify, exonerate, defend, pay, defend and hold harmless Lender, the Security Trustee (and any holder of any interest in this Agreement, and the its officers, directors, employees, representatives and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and 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 its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Security Trustee (i) must provide reasonably prompt notice to the Issuer of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the Issuer, which consent shall not be unreasonably withheld. The Issuer shall not be required to reimburse any expense or indemnify against any loss or liability incurred by the Security Trustee through negligence or bad faith. The Issuer may, in its sole discretion and at its expense, control the defense of the claim including, designating counsel for the Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Issuer may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the Issuer shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Security Trustee are in conflict with those of the Issuer and (iii) the indemnified person shall have the right to disapprove the counsel designated by the Issuer which disapproval shall not be unreasonably given. (b) The Issuer shall within ten (10) Business Days after demand pay to the Security Trustee the amount of any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, reasonable expenses, and disbursements of any kind or nature whatsoever (including, including the reasonable fees and disbursements expenses of its counsel for such Indemnitees and of any experts and agents, that the Security Trustee may incur in connection with any investigation(i) the administration of this Agreement (in accordance with fee arrangements agreed between the Security Trustee and the Issuer), administrative(ii) the custody, preservation, use or operation of, or judicial proceedingthe sale of, whether such Indemnitee shall be designated a party thereto)collection from or other realization upon, that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility CommitmentCollateral, (iii) the use exercise or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation enforcement of any of the Loan Documents which filing rights of the Security Trustee or recordation is done based upon information supplied any other Secured Party against the Issuer or any Grantor hereunder or (iv) the failure by Borrower the Issuer or any Grantor to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence perform or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from observe any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderprovisions hereof.

Indemnity. In addition to The Issuer shall indemnify each of the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, Trustee and the Drawing Agent (and its officers, directors, employeesemployees and agents) for, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against hold it harmless against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind liability or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees expense Incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Securities and the other Related Documents, including the costs and expenses of defending itself against any investigationclaim or 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, administrativeany loss, liability or judicial proceedingreasonable expense Incurred without negligence or bad faith on its part, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer's Certificate furnished hereunder, or the Revolving failure to furnish any such Officers' Certificate required to be furnished hereunder. Each of the Trustee and the Drawing Agent shall notify the Issuer, the Guarantor, the Policy Provider and the Initial Credit Facility Commitment, Provider promptly of any claim asserted against the use or intended use of the proceeds of the Loans Trustee or the consummation of the transactions contemplated by this AgreementDrawing Agent, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents as applicable, for which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)it may seek indemnity; provided, however, that Borrower failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Trustee or the Drawing Agent, as applicable, shall cooperate in the defense. The Trustee and the Drawing Agent may have no obligation hereunder with respect to Indemnified Liabilities arising from separate counsel and the gross 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 Trustee or the Drawing Agent, as applicable, through negligence or willful misconduct of any such Indemniteebad faith. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification The provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this 8.01 and Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 8.02 hereof shall survive the termination of this Agreement and Indenture or the discharge earlier resignation or removal of Borrower’s other obligations hereunderthe Trustee or the Drawing Agent, as applicable.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, (a) The Selling Shareholder will indemnify and hold harmless Lenderthe Placement Agent, and any holder of any interest in this Agreement, and the its officers, directors, employeesemployees and its affiliates and each person, and agents if any, who controls, or is under common control with, such Placement Agent, with the term "control" having the meaning ascribed to it in Section 15 of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and Securities Act, against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costsdamages or liabilities, expensesjoint or several, and disbursements to which the Placement Agent may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any kind of the representations and warranties of the Selling Shareholder contained herein or nature whatsoever relate to or arise in connection with the offer of the Offered Shares and/or the sale and purchase of the Placed Shares contemplated hereby or any other matter or activities referred to or contemplated by this Placement Agreement, including any losses, claims, damages or liabilities arising out of or based upon the Selling Shareholder's failure to perform its obligations under this Placement Agreement, other than any losses, claims, damages or liabilities that have been finally judicially determined to have resulted directly from the Placement Agent's material breach of its obligations hereunder and will reimburse the Placement Agent for any legal or other expenses incurred by the Placement Agent in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. (includingb) The Selling Shareholder shall not, without the reasonable fees prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and disbursements indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of counsel such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) above, then the Selling Shareholder shall contribute to the amount paid or payable by such Indemnitees indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Selling Shareholder on the one hand and the Placement Agent on the other from the offering by the Selling Shareholder of the Offered Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Selling Shareholder on the one hand and the Placement Agent on the other in connection with any investigation, administrative, matter or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating activities referred to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Placement Agreement as well as any other relevant equitable considerations. The relative benefits received by the Selling Shareholder on the one hand and the Placement Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Placing (before deducting expenses) received by the Selling Shareholder bear to the total discounts and commissions received by the Placement Agent from the Selling Shareholder under this Placement Agreement. The relative fault shall be determined by reference to, including among other things, the representations, warranties or undertakings that resulted in such losses, claims, damages or liabilities, as well as any matter relating to or arising out other relevant considerations. The amount paid by an indemnified party as a result of the filing losses, claims, damages or recordation liabilities referred to in the first sentence of this subsection (c) shall be deemed to include any legal or other expenses incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (c). (d) The obligations of the Loan Documents Selling Shareholder under this Section "Indemnity" shall be in addition to any liability which filing the Selling Shareholder may otherwise have and shall extend, upon the same terms and conditions, to the directors, officers, employees and controlling persons within the meaning of the Securities Act or recordation is done based upon information supplied by Borrower to Lender the Exchange Act, as the case may be, of the Placement Agent and each of its counsel affiliates within the meaning of the Securities Act or Exchange Act (and shall include the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct partners of any such Indemniteeaffiliates). (e) Each indemnified party under this subsection (e) shall have the right to enforce its rights against the Selling Shareholder under this Section "Indemnity" provided that, save to the extent notified in writing to the relevant indemnified party, the Placement Agent (without obligation) will have the sole conduct of any action to enforce such rights or settle any action or claim on behalf of the relevant indemnified person. Save as provided in this subsection (e), indemnified parties other than the Placement Agent will not be entitled directly to enforce their rights against any indemnifying party under this Placement Agreement. The Placement Agent and the Selling Shareholder may agree to terminate this Placement Agreement or vary any of its terms without the consent of any indemnified person and the Placement Agent will have no responsibility to any indemnified person under or as a result of this Placement Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause obligations of the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless Selling Shareholder set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 "Indemnity" shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderPlacement Agreement.

Indemnity. In addition to 22.1 The Lender shall be indemnified and kept indemnified at all times by the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) Assignor from and against any and all liabilitiesactions, obligationsdamages, losses, damages, penalties, actionsclaims, causes of action, judgments, suits, claimsproceedings, costs, expenses, demands and disbursements liabilities whatsoever which may be suffered or incurred by or brought or made against the Lender by reason or on account of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out failure of the Revolving Credit Facility Commitment, the use or intended use Assignor to perform any of its obligations under any of the proceeds of Contracts or this Assignment or in the Loans execution or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation purported execution of any of the Loan Documents which filing rights, powers, remedies, authorities or recordation is done based upon information supplied by Borrower to discretion vested in the Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence under or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist Assignment. 22.2 The Assignor xxxxxx agrees with and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory undertakes to the Indemnitee Lender that the Lender shall not be liable for any losses, costs and liabilities incurred or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate sustained by the Assignor arising out of or in connection with the exercise of the rights, powers, remedies, authorities or discretion vested in the defense Lender under or pursuant to this Assignment. 22.3 In addition and without prejudice to the powers, rights and remedies conferred on the Lender herein, the Assignor shall indemnify the Lender against any loss or expense (including but not limited to legal fees and expenses on a solicitor and client basis) which the Lender may sustain or incur as a consequence of the occurrence of any such action, writ, or proceeding. 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 Event of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive Default and/or the termination of this Agreement the Banking Facilities and/or the acceleration of payment of the amounts secured hereunder including (but not limited to) any interest or fees paid or payable on account of or in respect of any funds borrowed or deposits from third parties in order to maintain the amount in default and/or the Banking Facilities or in liquidating or re-employing such funds or deposits. 22.4 A certificate as to the amount of such loss, claim, cost, expense and liability by the discharge Lender or signed by the Manager or Acting Manager or any authorised officer of Borrower’s other obligations hereunderthe Lender shall, save for manifest error, be final, conclusive and binding on the Assignor for all purposes, including for purposes of legal proceedings.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower The Grantor (as “Indemnitor”) agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lender, and any holder of any interest in this Agreementthe Secured Parties, and the officers, directors, partners, managers, members, employees, agents, and agents Affiliates of and counsel to Lender and such holders the Secured Parties (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) harmless from and against any and all other liabilities, costs, expenses, obligations, losseslosses (other than lost profit), damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, claims and 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 investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened (excluding claims among Indemnitees), whether or not such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, or asserted against such that Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel Agreement (the “Indemnified Liabilities”); provided, however, provided that Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities arising Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee or any such Indemniteeof its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee will promptly notify Borrower shall give the Indemnitor prompt written notice of each event of which it has knowledge which may any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim under of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any obligations of the foregoing Indemnitor. The Indemnitor shall have the right at any time during which such claim is brought against 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 to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as 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 indemnified or intended to be indemnified for any settlement of any claim pursuant to this Section 8.211 that is effected without its prior written consent, Borrower, will resist and defend such action, suit, or proceeding or cause the same to which consent shall not be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingunreasonably withheld. To the extent that the undertaking to indemnify, pay, 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 make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each all 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 Indemnified Liabilities that is permissible under applicable lawform or cause of action, even if such damages are foreseeable or such party has been advised of the possibility of such damages. The obligations provisions of Borrower under this Section 8.2 11 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition to the payment of expenses pursuant (a) Subject to Section 8.1 hereof8(c) below, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against Earnout Escrow Agent shall be liable for any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and disbursements of any kind or nature whatsoever liability (includingcollectively, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto“Losses”), that may only to the extent such Losses are determined by a court of competent jurisdiction to be imposed ona result of its own fraud, incurred bygross negligence, bad faith or asserted against such Indemnitee, in any manner relating to or arising out willful misconduct (as determined by final adjudication of the Revolving Credit Facility Commitment, the use or intended use a court of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”competent jurisdiction); provided, however, that Borrower any liability of the Earnout Escrow Agent will be limited in the aggregate to the aggregate value of the Earnout Shares and Earnout Dividends deposited with the Earnout Escrow Agent. (b) The Parties shall have no obligation jointly and severally indemnify and hold the Earnout Escrow Agent harmless from and against, and the Earnout Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Earnout Escrow Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent that such Losses are determined by a court of competent jurisdiction to be a result of the Earnout Escrow Agent’s own fraud, gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction). Notwithstanding the foregoing, and except as provided in Section 7, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable): (a) in the case that the Agent Claim is not attributable to actions or inactions of any particular Party, by PubCo; and (b) in the event that the Agent Claim is attributable to the actions or inactions of a certain Party, by such Party (and such Party shall reimburse the other Parties, in the event that such other Party(ies) has made indemnification payments under this Section 8(b) in respect of such Agent Claim). (c) Notwithstanding anything in this Agreement to the contrary, none of the Parties or the Earnout Escrow Agent shall be liable for any incidental, punitive, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages. (d) In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion in writing after it becomes aware, and shall keep the other party advised with respect to Indemnified Liabilities arising from all developments concerning such claim; provided, that failure to give prompt notice shall not relieve the gross negligence or willful misconduct indemnifying party of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory liability to the Indemnitee or intended Indemnitee)indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action has been materially prejudiced by the indemnified party’s failure to timely give such notice. Each Indemnitee will use its reasonable efforts The indemnifying party shall have the option to cooperate participate with the indemnified party in the defense of any such action, writ, claim or proceeding. To to defend against said claim in its own name or the extent name of the indemnified party unless such claim is (i) brought by the indemnified party or (ii) the indemnified party reasonably determines that there may be a conflict of interest between the undertaking to indemnify, pay, indemnified party and hold harmless set forth the indemnifying party in the preceding sentence defense of such claim and the indemnified party does in fact assume the defense. The indemnified party shall in no case confess any claim, make any compromise or take any action adverse to the indemnifying party in any case in which the indemnifying party may be unenforceable because it is violative required to indemnify it, except with the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed. (e) For the avoidance of any law or public policydoubt, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 8 shall survive the termination of this Agreement and or the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Earnout Escrow Agent for any reason.

Indemnity. In addition To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the payment of expenses pursuant to Section 8.1 hereofCity, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay(which acceptance will not be unreasonably withheld), and hold harmless Lender, City and any holder of any interest in this Agreement, and the its officers, directorsofficials, employees, agents and agents of and counsel to Lender and such holders volunteers (collectively the “"Indemnitees” and individually as “Indemnitee”") from and against any and all liabilitiesliability, obligationsloss, lossesdamage, damagesclaims, penaltiessuits, actions, causes of actionarbitration proceedings, judgmentsadministrative proceedings, suitsregulatory proceedings, claimscivil penalties and fines, costs, expenses, expenses and disbursements of any kind or nature whatsoever costs (including, the reasonable without limitation, claims expenses, attorney's fees and disbursements costs and fees of counsel for such Indemnitees litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, arising out of or in connection with the Services or Consultant's failure to comply with any investigationof the terms of this Agreement, administrativeregardless of any fault or alleged fault of the Indemnitees. The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or judicial proceedingbecause the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, whether such Indemnitee shall be designated a party thereto)unless the time for responding is extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant under this Agreement as shall reasonably be imposed onconsidered necessary by the City, incurred bymay be retained by the City until disposition has been made of the matter subject to tender, or asserted until the Consultant accepts the tender, whichever occurs first. The Consultant waives any and all rights to express or implied indemnity against such Indemnitee, in the Indemnitees concerning any manner relating to or Liability of the Consultant arising out of or in connection with the Revolving Credit Facility Commitment, the use Services or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating Consultant's failure to or arising out of the filing or recordation of comply with any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination terms of this Agreement and . Notwithstanding the discharge of Borrower’s other obligations hereunderforegoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code § 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code § 2782, as may be amended from time to time.

Indemnity. In addition The Revolving L/C Participants agree to indemnify each Revolving Issuing Lender (or any Affiliate thereof) (to the payment extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of expenses pursuant the Parent Borrower to do so as and to the extent provided herein), ratably according to their respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under this Section 8.1 hereof3.10, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and expenses or disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with which may at any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may time be imposed on, incurred by, by or asserted against such Indemnitee, the Revolving Issuing Lenders (or any Affiliate thereof) in any manner way relating to or arising out of the Revolving Credit Facility Commitmentthis Agreement, the use or intended use any of the proceeds of the Loans other Loan Documents or the consummation of the transactions contemplated hereby or thereby or any action taken or omitted by this Agreement, including any matter relating to Revolving Issuing Lender (or arising out of the filing any Affiliate thereof) under or recordation of in connection with any of the Loan Documents which filing foregoing; provided that no Revolving L/C Participant shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or recordation is done based upon information supplied by Borrower disbursements to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities extent arising from the gross negligence or willful misconduct of such Revolving Issuing Lender (or any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended IndemniteeAffiliate thereof). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under to indemnify each Revolving Issuing Lender (or any Affiliate thereof) shall be ratable among the applicable Revolving L/C Participants in accordance with their Revolving Commitment Percentages. The agreements in this Section 8.2 3.10 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderRevolving Commitments.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofIndigo shall indemnify HP and shall hold HP harmless, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, costs and damages, penaltieshowever arising, actionsrelating to any claim by a third party that the offer for sale, causes sale, importation, licensing or leasing or use of actionany OEM Product infringes rights of any such third parties to any Intellectual Property. Indigo hereby agrees to defend any suit or proceeding brought against HP by any such third party, judgments, suits, claims, costs, expensesprovided that Indigo is notified promptly in writing of such suit or proceeding, and disbursements provided further that Indigo shall receive (i) full and complete authority to conduct the defense of such suit or proceeding, including its possible settlement, HP hereby agreeing to any such settlement effected by Indigo (other than any settlement requiring HP to accept liability or pay any money or which could result in HP being in breach of any kind agreement or nature whatsoever (includingarrangement with a third party, which HP may decline to accept in its absolute discretion and without in anyway affecting Indigo's obligations under the reasonable fees and disbursements of counsel for such Indemnitees indemnity set forth in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party theretothis section 11.2), (ii) at Indigo's sole cost all information that HP may have and that may be imposed onpertinent to said defense and (iii) at Indigo's sole cost HP's full cooperation and assistance in conducting said defense. In addition to providing such defense, incurred byIndigo shall pay all damages and costs awarded therein against HP, or asserted against such Indemniteeprovided that HP has given Indigo the authority, in any manner relating to or arising out information and assistance required of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation it hereunder with respect to Indemnified Liabilities arising from such defense. Anything herein to the gross negligence contrary notwithstanding, in no event shall Indigo have any liability or willful misconduct responsibility to any Party whatsoever under this section 11.2 if the alleged or proven infringement would not have occurred but for (x) any misuse and/or misapplication of the OEM Product, (y) any modification of and/or addition to such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeOEM Product by HP, judicialits distributors, or administrative proceeding arising from any customers (including, without limitation, the addition of a front-end product) and/or (z) the combining by HP, its distributors or customers of the foregoing is brought against OEM Product with any Indemnitee indemnified other product, system, or intended sub-system (including, without limitation, integration with a front-end product). In the event that any OEM Product shall be held to be indemnified pursuant to this Section 8.2infringing and its offer for sale, Borrowersale, will resist and defend such actionimportation, suitlicensing or leasing, or proceeding use enjoined, Indigo shall, at its own expense, procure for HP and its distributors the right to continue to offer for sale, sell, import, license or cause lease such infringing OEM Product, and for HP's customers the same right to use such infringing OEM Products and redesign any OEM Product held to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent infringing as aforesaid so that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderbecomes non-infringing.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofLessee shall indemnify, defend and keep harmless Lessor and any Assignee, and irrespective of whether the transactions contemplated hereby are consummatedtheir respective agents and employees (each, Borrower agrees to indemnifyan "Indemnitee"), exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesClaims (other than such as may directly and proximately result from the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying, on a net after-tax basis, or otherwise discharging same, when and as such Claims shall become due. Lessee agrees that the indemnity provided for in this Section 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 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 defense of and/or to settle any Claim, in each case, so long as (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (3) Lessee is financially capable of satisfying its obligations under this Section, (4) Lessor approves the defense counsel selected by Lessee, and (5) there is no reasonable risk of criminal liability being imposed on Lessor or any of its directors, officers or employees as a result of such Claim. The term "Claims" shall mean all claims, allegations, xxxxx, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, damages, penalties, actionsfines, causes liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the nature of actioninterest, judgments, suits, claims, costs, expensesLiens, and disbursements of any kind or nature whatsoever costs (including, the reasonable including attorneys' fees and disbursements and any other legal or non-legal expenses of counsel investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for such Indemnitees in connection with any investigation, administrativehereunder, or judicial proceeding, whether such Indemnitee shall be designated a party theretootherwise available at law or equity to Lessor), that may be imposed onof whatever kind or nature, incurred bycontingent or otherwise, matured or asserted unmatured, foreseeable or unforeseeable, by or against such Indemniteeany person, in arising on account of (A) any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this AgreementLease Document, including the performance, breach (including any matter relating to Default or arising out Event of the filing Default) or recordation enforcement of any of the Loan Documents terms thereof, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which filing the Equipment may be located from time to time, or recordation is done based upon information supplied (C) 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 Borrower to Lender and its counsel (whomsoever owned, used, possessed or operated, during the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder term of any Schedule with respect to Indemnified Liabilities arising 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 (excluding Claims resulting solely and directly from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2). If any investigativeClaim is made against Lessee or an Indemnitee, judicialthe party receiving notice of such Claim shall promptly notify the other, or administrative proceeding arising from any but the failure of the foregoing is brought against any Indemnitee indemnified or intended party receiving notice to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause so notify the same to be resisted and defended by counsel designated by Borrower (which counsel other shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense not relieve Lessee of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations obligation hereunder.

Indemnity. In addition to consideration of the payment execution and delivery of expenses pursuant to Section 8.1 hereofthis Agreement by each Advisor, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Recipient shall indemnify, exonerate, defend, pay, exonerate and hold harmless Lendereach member of such Advisor’s Group (collectively, and with respect to any holder of any interest in this AgreementAdvisor, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” ”), each of whom is an intended third party beneficiary of this Agreement and individually as “Indemnitee”) may specifically enforce the Recipient’s obligations hereunder (including but not limited to the obligations specified in this Section 8), free and harmless from and against any and all liabilitiesLoss arising from any Claim (collectively, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, howeverincurred by the Indemnitees or any of them as a result of, that Borrower shall have no obligation hereunder with respect arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Management Services contemplated hereby, except for any such Indemnified Liabilities arising from the such Indemnitee’s gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise misconduct, and if and to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the foregoing undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unavailable or unenforceable because it is violative of for any law or public policyreason, Borrower shall the Recipient hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Xxxxxxx 0, xxxx of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Recipient, then such payments shall be promptly repaid by such Indemnitee to the Recipient. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Recipient hereby agrees that the Recipient is the indemnitor of first resort (i.e., its obligations of Borrower to Indemnitees under this Section 8.2 Agreement are primary and any obligation of the relevant Advisor (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the relevant Advisor (or any Affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Recipient, then (i) such Advisor (or such Affiliate, as the case may be) shall survive be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the termination Recipient shall reimburse such Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of this Agreement subrogation, reimbursement, exoneration, contribution or indemnification and the discharge any right to participate in any Claim or remedy of Borrower’s any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other obligations hereunderproperty or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

Indemnity. (a) In addition the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company will indemnify the Indemnitee, his executors, administrators or assigns, to the payment of expenses pursuant fullest extent permitted by applicable law, as soon as practicable but in any event no later than sixty days after written demand is presented to Section 8.1 hereofthe Company, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of actionExpenses, judgments, suitsfines (including excise taxes), claimspenalties and amounts paid in settlement (including all interest, costsassessments and other charges paid or payable in connection with or in respect of such Expenses, expensesjudgments, and disbursements fines, penalties or amounts paid in settlement) of any kind or nature whatsoever (includingsuch Proceeding. If so requested by the Indemnitee, the reasonable fees Company shall advance, to the fullest extent permitted by applicable law, any and disbursements of counsel for such Indemnitees all Expenses incurred by Indemnitee in connection with any investigationProceeding to the Indemnitee (an “Expense Advance”), administrativeand such advancement shall be made as soon as reasonably practicable, but in any event no later than thirty days, after the receipt by the Company of a written statement or judicial proceedingstatements requesting such advances from time to time. Notwithstanding anything in this Agreement to the contrary, whether such the Indemnitee shall not be designated a party thereto), that may be imposed on, incurred by, entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee unless the Board of Directors has authorized or asserted against consented to the initiation of such Proceeding or such Proceeding seeks to enforce the Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)’s rights hereunder; provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended shall not limit the Indemnitee’s right to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate indemnification hereunder in connection with the defense of any such actioncounterclaims brought against the Indemnitee in a Proceeding initiated by the Indemnitee; and, writprovided, or proceeding. To the extent further, that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination for purposes of this Agreement and Agreement, non-frivolous counterclaims, impleadings or other responsive or defensive actions by the discharge of Borrower’s other obligations hereunderIndemnitee shall not be deemed Proceedings initiated by the Indemnitee.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof13.1, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, Borrower each Note Party (as “Indemnitor”) agrees to indemnify, exonerate, defend, pay, pay and hold harmless Lender, and any holder of any interest in this Agreementthe Note Purchasers, and the officers, directors, employees, agents, and agents Affiliates of and counsel to Lender and such holders the Note Purchasers (collectively called the “Indemnitees” and individually as “Indemnitee”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, claims and 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 investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened (excluding claims among Indemnitees and, with the exception of claims arising out of otherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Issuer and an Indemnitee), whether or not such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, or asserted against such that Indemnitee, in any manner relating to or arising out of this Agreement, the Revolving Credit Facility CommitmentNotes, the Note Documents or the other documents related to the transactions contemplated hereby (including, without limitation, the existence or exercise of any security rights with respect to the Collateral in accordance with the Collateral Documents), the Note Purchasers’ agreement to purchase the Notes or the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower proceeds thereof to Lender and its counsel the Issuer (the “Indemnified Liabilities”); provided, however, that Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities arising Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of any such Indemniteethat Indemnitee as mutually agreed between the Indemnitee and the Indemnitors or as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Indemnitee will promptly notify Borrower shall give the Indemnitor prompt written notice of each event of which it has knowledge which may any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim under of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any obligations of the foregoing Indemnitor unless (and then solely to the extent) such Indemnitor is brought against prejudiced thereby. 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) so long as in any such event the Indemnitor shall have stated in writing delivered to the Indemnitee that, as 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 indemnified or intended to be indemnified for any settlement of any claim pursuant to this Section 8.213.2 that is effected without its prior written consent, Borrower, will resist and defend such action, suit, or proceeding or cause the same to which consent shall not be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingunreasonably withheld. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence this Section 13.2 may be unenforceable because it is violative of any law or public policy, Borrower the Issuer shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of each all Indemnified Liabilities incurred by the Indemnitees or any of them. For the avoidance of doubt, the provisions in this Section 13.2 shall apply only to claims relating to or arising out of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderNote Documents.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower (a) Each Seller Party severally agrees to indemnifyindemnify the Buyer, exonerate, defend, pay, the Controlling Party and hold harmless Lender, and any holder each of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and their respective Related Parties (each such holders (collectively the “Indemnitees” and individually as party being called an “Indemnitee”) from against, and against to hold each Indemnitee harmless from, any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding reasonable counsel fees, causes charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of actionany claim, judgmentslitigation, suitsinvestigation or proceeding relating to such Seller having made a representation or warranty herein or in any other Transaction Document that is incorrect in any respect at the time made or deemed made, whether or not any Indemnitee is a Party thereto (and regardless of whether such matter is initiated by a third Party or by any Seller Party or any of their respective Affiliates), provided that no Seller Party shall have any obligation under this subsection to any such Indemnitee if the representation or warranty alleged to be incorrect is determined by a final and unappealable decision of a court not to have been incorrect. (b) The indemnities in clause (a) of this Section shall not, as to any Indemnitee, be available to the extent that such losses, claims, costsdamages, expensesliabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, gross negligence, fraudulent actions or willful misconduct of such Indemnitee; provided that the Seller Parties shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (i) does not provide reasonably prompt notice to the Seller Parties (with a copy to the Controlling Party) of any claim for which indemnification is sought or (ii) admits any liability or incurs any significant expenses after receiving actual written notice of the claim (which is sufficiently specific to give reasonable notice of the existence of the claims and the expenses of such legal proceedings), or agrees to any settlement without the prior written consent of the Seller Parties. The Seller Parties may, in their sole discretion and at their expense, control the defense of the claim including designating counsel for the Indemnitees and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim. (c) To the extent permitted by applicable law, no Party, and disbursements no Person benefitting from the indemnity provided herein, shall assert, and each Party waives and the Seller Parties shall have no obligation with respect to, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any kind agreement or nature whatsoever (includinginstrument contemplated hereby, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigationTransactions, administrativethe Senior Loan, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of thereof. (d) Notwithstanding any provision in this Agreement or any other Transaction Document, the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower Seller Parties shall have no obligation hereunder liability to the Buyer with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct collectibility of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim amounts under the indemnification provisions RMBS Pool, the Obligor of this Section 8.2. If any investigativeRMBS Issue, judicialthe default by any Obligor on any obligation of such Obligor with respect to the applicable RMBS Issue, or administrative proceeding arising from the failure of any of the foregoing is brought against Obligor to make any Indemnitee indemnified or intended to be indemnified payment pursuant to this Section 8.2, Borrower, will resist the applicable RMBS Issue and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderRelated Instruments.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Lenders and any holder of any interest in this Agreement, and the their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Lenders, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto), that may be imposed on, incurred by, in addition to any other obligations or asserted against such Indemnitee, in any manner relating to or arising out liabilities of the Revolving Credit Facility CommitmentBorrowers to the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the use or intended use of the proceeds expiration of the Loans or and the consummation payment of all indebtedness of the transactions contemplated by this AgreementBorrowers to the Lenders hereunder and under the Notes, including any matter relating to or arising out of provided that the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower Borrowers shall have no obligation hereunder under this Section to the Lender with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Lender. If any investigativeClaim is asserted against any Indemnified Party, judicial, or administrative proceeding arising from any the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use its reasonable efforts The Indemnified Party shall have the right to cooperate employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any such action, writ, or proceedingClaim. To Each Indemnified Party may employ separate counsel in connection with any Claim to the extent that the undertaking such Indemnified Party believes it reasonably prudent to indemnifyprotect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, payWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyCONTRIBUTING, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. In addition (a) Comercis does hereby agree to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless LenderRMFE and its employees, officers, directors and successors against and in respect of any and all claims, suits, actions, proceedings (formal or informal), governmental investigations, judgments, deficiencies, set-offs, damages, settlements, liabilities, and reasonable legal and other expenses (including reasonable attorneys' fees and defense costs) as and when incurred arising out of or based upon any holder breach by Comercis of any interest representation, warranty, covenant, or agreement of Comercis contained in this Agreement; (b) RMFE does hereby agree to indemnify and hold harmless Comercis and its employees, and the officers, directors, employees, directors and agents successors against and in respect of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesclaims, obligationssuits, lossesactions, proceedings (formal or informal), governmental investigations, judgments, deficiencies, set-offs, damages, penaltiessettlements, actions, causes of action, judgments, suits, claims, costs, expensesliabilities, and disbursements of any kind or nature whatsoever reasonable legal and other expenses (including, the including reasonable attorneys' fees and disbursements costs of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, defense) as and when incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of or based upon any breach of any representation, warranty, covenant, or agreement of RMFE contained in this Agreement. (c) The parties' respective indemnity obligations hereunder shall be subject to the Revolving Credit Facility Commitmentfollowing terms, limitations and conditions: (i) A person claiming the use right to indemnity coverage under this Section 5.04 ("indemnitee") shall give the party from whom he or intended use it seeks indemnity coverage ("indemnitor") prompt notice of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation assertion of any indemnified claim on the basis of the Loan Documents which filing or recordation is done based upon information supplied by Borrower an indemnitee intends to Lender and its counsel (the “Indemnified Liabilities”)seek indemnification from an indemnitor as provided herein; provided, however, that Borrower shall have no the obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel an indemnitor shall be reasonably satisfactory reduced for the failure to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts give timely notice at any particular time only to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking indemnitor has been actually prejudiced thereby; (ii) The indemnitor shall have the duty to indemnifyzealously and competently defend, paywith counsel selected by indemnitor after consultation with the primary indemnitee, any matter subject to indemnity coverage under subparagraphs (a) or (b) of this section and to pay all costs of such defense. In any case where indemnitor's obligation to provide a zealous defense is compromised by conflict of interest between itself and an indemnitee or between indemnitees, the indemnitor shall, upon the request of an indemnitee, provide separate legal representation to obviate the conflict of interest. When indemnitor has assumed the defense obligations of this section, indemnitor shall have the right to settle the matter without the indemnitees' consent, provided indemnitor in fact commits sufficient funds to satisfy the settlement in full. In the event that an indemnitor fails to defend as provided in this section, any indemnitee shall have the right (but not the obligation) to select and be represented by counsel of its choice, to manage its own legal representation or defense and to settle any claim, debt or other indemnified matter hereunder, and hold harmless set forth in the preceding sentence may indemnitor shall be unenforceable because it is violative liable to such indemnitee for all costs, expenses, damages and settlements incurred by such indemnitee; (iii) With respect to any claim for which an indemnitor shall indemnify any indemnitee, the indemnitor shall be subrogated to all rights of any law or public policy, Borrower shall make the maximum contribution indemnitee against any and all third parties up to the payment and satisfaction amount paid by indemnitor to indemnitees or set off by such indemnity against an indemnitor; (iv) No indemnitor shall be liable for that portion of each any claim for which an indemnitee actually receives from any insurance, the defense, cost of defense or insurance proceeds covering such claim (the Indemnified Liabilities that is permissible under applicable law. The obligations deductible pertaining to any such insurance shall not be considered to be insurance proceeds or cost of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderdefense).

Indemnity. In addition Unless an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to assume the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder defense of any interest action for which indemnification is sought hereunder with counsel or its choice at its expense (in this Agreement, which case the Company shall not thereafter be responsible for the fees and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements expenses of any kind or nature whatsoever (including, the reasonable fees and disbursements of separate counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such retained by an Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”except as set forth below); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding each Grantor’s election to assume the defense of such action, each Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts shall have the right to cooperate employ separate counsel and to participate in the defense of any such action, writand such Grantor shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by such Grantor to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or proceedingtargets 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 which such Grantor shall not have the right to assume the defense or such action on behalf of such Indemnitee), (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. To Each Grantor will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the extent that the undertaking to indemnifysettlement is entered into without such Grantor’s consent, paywhich consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policydefenses available to, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundersuch Indemnitee.

Indemnity. In addition 10.1. Each of the Company and the Guarantor (each, an “Indemnifying Party” and collectively, the “Indemnifying Parties”) agrees to indemnify the payment of expenses pursuant to Section 8.1 hereofSecurities Administrator for, and irrespective of whether the transactions contemplated hereby are consummatedto hold it harmless against, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesloss, obligationsliability, lossesclaim, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, the reasonable including legal fees and disbursements expenses) incurred without negligence or bad faith on its part, arising out of counsel for such Indemnitees or in connection with the performance of its duties hereunder including the costs and expenses of defending itself against any investigation, administrative, claim or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, liability in connection with the exercise or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation performance of any of its powers or duties hereunder but excluding any tax liabilities of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and Securities Administrator in respect of its counsel (net profits. 10.2. The Securities Administrator shall notify the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from Indemnifying Parties in writing of the gross negligence or willful misconduct commencement of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event action or claim in respect of which it has knowledge which indemnification may give rise to a claim under the indemnification provisions of this Section 8.2. If be sought promptly after any investigative, judicial, or administrative proceeding arising from any officer of the foregoing is brought against any Indemnitee indemnified Securities Administrator assigned to or intended working in the corporate trust department of the Securities Administrator becomes aware of such commencement (provided that the failure to be indemnified pursuant to this Section 8.2, Borrower, will resist make such notification shall not affect the Securities Administrator’s rights hereunder) and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel Indemnifying Parties shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee or intended Indemnitee)Securities Administrator. Each Indemnitee will use its reasonable efforts to cooperate in If the Indemnifying Parties and the Securities Administrator are being represented by the same counsel and the Indemnifying Parties have assumed the defense of any the claim, the Securities Administrator shall not be authorized to settle a claim without the written consent of the Indemnifying Parties, which consent shall not be unreasonably withheld, delayed or denied. In the case where the Indemnifying Parties have assumed the defense of a claim and the Securities Administrator and the Indemnifying Parties are represented by the same legal counsel, the Securities Administrator should not settle such actiona claim without the written consent of the Indemnifying Parties, writwhich shall not be unreasonably withheld, delayed or proceedingdenied. 10.3. To If the extent that Securities Administrator is represented by separate counsel due to a conflict of interest or its need for separate representation due to a need to assert defenses which are different from those of the undertaking to indemnifyIndemnifying Parties, pay, and hold harmless set forth in the preceding sentence may Securities Administrator’s sole discretion, the Securities Administrator shall be unenforceable because it is violative of entitled to enter into any law or public policy, Borrower shall make settlement without the maximum contribution to the payment and satisfaction of each written consent of the Indemnified Liabilities that is permissible under applicable lawIndemnifying Parties and any and all fees, cost and expenses of such separate legal representation of the Securities Administrator will be paid by the Indemnifying Parties. 10.4. The As security for the performance of the obligations of Borrower the Company and the Guarantor under this Section 8.2 10, the Securities Administrator shall survive have a senior lien to which the termination Notes are hereby made subordinate, upon all property and funds held or collected by the Securities Administrator as such, except funds held in trust for the payment of this Agreement and principal of (or premium, if any) or interest, if any, on the discharge of Borrower’s other obligations hereunderNotes.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Sponsor shall indemnify, exonerate, defend, pay, defend (by counsel reasonably acceptable to TSRI) and hold harmless Lender, TSRI and any holder parent, subsidiary or other affiliated entity of any interest in this Agreement, TSRI and the officerstheir trustees, directors, officers, employees, scientists, agents, successors, assigns and agents of and counsel to Lender and such holders other representatives (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesclaims, obligationssuits, lossesactions, damages, penaltiesliabilities, actions, causes of action, judgments, suits, claims, costs, losses and other expenses, and disbursements of any kind or nature whatsoever (includingincluding without limitation reasonable attorney’s fees, the reasonable expert witness fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, costs incurred by or judicial proceedingasserted against the Indemnitees, whether such Indemnitee shall be designated or not a party theretolawsuit or other proceeding is filed (collectively “Claim”), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising arise out of the Revolving Credit Facility Commitment, the use or intended relate to any third party allegations or suits regarding Sponsor’s use of the proceeds of the Loans Technology or the consummation exercise of the transactions contemplated by this Agreement, including its non-exclusive license rights under Section 3.1.b. Sponsor shall not enter into any matter relating to or arising out settlement of the filing or recordation of such Claims that imposes any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, howeverobligation on TSRI, that Borrower shall does not unconditionally release TSRI from all liability or that would have no obligation hereunder an adverse effect on TSRI’s reputation or business without TSRI’s prior written consent. In the event an Indemnitee seeks indemnification with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim Claim under the indemnification provisions of this Section 8.2. If any investigative9.11, judicialit shall notify Sponsor in writing of such Claim as soon as reasonably practicable after it receives notice of such Claim, or administrative proceeding arising from any shall permit Sponsor to assume direction and control of the foregoing is brought against any Indemnitee indemnified or intended defense of the Claim (including the right to be indemnified pursuant to this Section 8.2settle the Claim solely for monetary consideration, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory subject to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts limitations of the preceding sentence) using counsel selected by Sponsor and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Sponsor) in the defense of the Claim. Notwithstanding the above, Indemnitees, […***…], shall have the right to retain separate independent counsel to assist in defending any such actionClaims. In the event Sponsor fails to promptly indemnify and defend such Claims and/or pay Indemnitees’ expenses as provided above, writ, or proceeding. To Indemnitees shall have the extent that the undertaking right to indemnify, paydefend themselves, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policythat case, Borrower shall make the maximum contribution to the payment and satisfaction […***…] of each of the Indemnified Liabilities that is permissible under applicable lawIndemnitees’ written requests. The obligations This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderSponsor to Indemnitees.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees You agree to indemnify, exonerate, defend, pay, defend and hold harmless LenderThawte, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and any holder costs (including reasonable attorney's fees and expenses) arising from (i) the breach of any interest in of your warranties, representations and obligations under this Agreement, and (ii) any falsehoods or misrepresentations of fact you make on the officersCertificate Application, directors(iii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by you, employees(iv) failure to disclose a material fact on the Certificate Application if the misrepresentation or omission was made negligently or with intent to deceive any party, or (v) failure to protect the private key, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. Thawte shall promptly notify you of any such claim, and agents you shall bear full responsibility for the defense of and counsel to Lender and such holders claim (collectively the “Indemnitees” and individually as “Indemnitee”including any settlements); provided however, that (a) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensesyou keep Thawte informed of, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees consult with Thawte in connection with the progress of such litigation or settlement; (b) you shall not have any investigationright, administrativewithout Thawte’s written consent, which consent shall not be unreasonably withhold, to settle any such claim if such settlement arises from or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation is part of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such criminal action, suit, suit or proceeding or cause contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the same part of Thawte, or requires any specific performance or non-pecuniary remedy by Thawte; and (c) Thawte shall have the right to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate participate in the defense of a claim with counsel of its choice at its own expense. The terms of this Section 15 will survive any such actiontermination of this Agreement. As a Relying Party, writ, or proceeding. To the extent that the undertaking you agree to indemnify, pay, defend and hold harmless Thawte, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorney's fees and expenses) arising from (i) your failure to perform the obligations of a Relying Party as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities applicable Relying Party Agreement; (ii) your reliance on a Certificate that is permissible not reasonable under applicable law. The obligations the circumstances; or (iii) your failure to check the status of Borrower under this Section 8.2 shall survive such Certificate to determine whether the termination of this Agreement and the discharge of Borrower’s other obligations hereundercertificate is expired or revoked.

Indemnity. In addition to To the payment of expenses pursuant to Section 8.1 hereofmaximum extent permitted by law, the District hereby assumes liability for, and irrespective hereby agrees (whether or not any of whether the transactions contemplated hereby are consummated, Borrower agrees ) to indemnify, exonerateprotect, defendsave and keep harmless the Escrow Bank and its respective successors, payassigns, agents, employees and hold harmless Lenderservants, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, the including reasonable legal fees and disbursements disbursements) of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against such Indemniteethe same by the District or any other person under any other agreement or instrument, but without double indemnity) in any manner way relating to or arising out of the Revolving Credit Facility Commitmentexecution, the use or intended use delivery and performance of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out the establishment hereunder of the filing or recordation of any Escrow Fund, the acceptance of the Loan Documents which filing funds and securities deposited therein, the purchase of the Investment Securities and any Substitute Investment Securities, the retention of the Investment Securities and any Substitute Investment Securities or recordation is done based upon information supplied the proceeds thereof and any payment, transfer or other application of moneys or securities by Borrower to Lender and its counsel (the “Indemnified Liabilities”)Escrow Bank in accordance with the provisions of this Agreement; provided, however, that Borrower the District shall have no obligation hereunder with respect not be required to Indemnified Liabilities arising from indemnify the gross Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or the negligent or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower the Escrow Bank’s respective successors, assigns, agents and employees or the breach by the Escrow Bank of each event of which it has knowledge which may give rise to a claim under the indemnification provisions terms of this Section 8.2Agreement. If In no event shall the District or the Escrow Bank be liable to any investigative, judicial, or administrative proceeding arising from any person by reason of the foregoing is brought against any Indemnitee indemnified or intended transactions contemplated hereby other than to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless each other as set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawthis section. The obligations of Borrower under indemnities contained in this Section 8.2 section shall survive the termination of this Agreement and the discharge resignation or removal of Borrower’s other obligations hereunderthe Escrow Bank.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, (a) The Escrow Agent shall be indemnified and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold held harmless Lender, and any holder of any interest in this Agreement, by Pubco and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) SPAC Representative from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable including counsel fees and disbursements of counsel for such Indemnitees disbursements, or loss suffered by the Escrow Agent in connection with any investigationaction, administrative, suit or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, other proceeding involving any claim which in any manner relating to way, directly or arising indirectly, arises out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by relates to this Agreement, including any matter relating to or arising out the services of the filing Escrow Agent hereunder, other than expenses or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any such Indemniteedemand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. Each Indemnitee will promptly notify Borrower of each In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the Nature of Interpleader in any state of federal court located in New York County, State of New York. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgement, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which it has knowledge which may give rise is believed by the Escrow Agent to a claim under be genuine and to be signed or presented by the indemnification provisions proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Section 8.2. If Agreement unless evidenced by a writing delivered to the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (c) The Escrow Agent shall not be liable for any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended action taken by it in good faith and believed by it to be indemnified pursuant to authorized or within the rights or powers conferred upon it by this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, payAgreement, and hold harmless set forth may consult with counsel of its own choice and shall have full and complete authorization and indemnification, for any action take or suffered by it hereunder in good faith and in accordance with the preceding sentence may be unenforceable because it is violative opinion of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this such counsel. (d) This Section 8.2 7 shall survive the termination of this Agreement and or the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Escrow Agent for any reason.

Indemnity. In addition Nippon Eurotec agrees that Natus has the right to defend, --------- or at its option to settle, and Natus agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, "Action") brought against Nippon Eurotec alleging the Products infringe any patent, copyright or trademark in existence as of the Effective Date, subject to the payment limitations hereinafter set forth. Natus will have sole control of expenses pursuant to Section 8.1 hereofany such Action or settlement negotiations, and irrespective of whether the transactions contemplated hereby are consummated, Borrower Natus agrees to indemnify, exonerate, defend, pay, and hold harmless Lendersubject to the limitations hereinafter set forth, any final judgment entered against Nippon Eurotec on such issue in any such Action defended by Natus. Nippon Eurotec agrees that Natus will be relieved of the foregoing obligations unless Nippon Eurotec notifies Natus promptly in writing of such Action, gives Natus authority to proceed as contemplated herein, and gives Natus proper and full information and assistance to settle and/or defend any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativeAction. If it is adjudicatively determined, or judicial proceeding, whether such Indemnitee shall be designated a party thereto)if Natus believes, that may be imposed on, incurred bythe Products, or asserted against such Indemniteeany part thereof, in infringe any manner relating to patent, copyright or arising out of trademark, or if the Revolving Credit Facility Commitment, the use sale or intended use of the proceeds of Products, or any part thereof, is, as a result, enjoined, then Natus may, at its election, option, and expense: (i) procure for Nippon Eurotec the Loans right under such patent, copyright or trademark to sell or use, as appropriate, the consummation of Products or such part thereof; or (ii) replace the transactions contemplated Products, or part thereof, with other noninfringing suitable Products or parts; or (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by this AgreementNippon Eurotec for such Products less a reasonable amount for use and damage. Natus will not be liable for any costs or expenses incurred without its prior written authorization, including or for any matter relating to or arising out of the filing or recordation installation costs of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderreplaced Products.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, The Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, and any holder of any interest in this Agreement, the Agents and the Lenders and their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Lenders, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto), that may be imposed on, incurred by, in addition to any other obligations or asserted against such Indemnitee, in any manner relating to or arising out liabilities of the Revolving Credit Facility CommitmentBorrower to the Agents and the Lenders hereunder or at common law or otherwise, and shall survive any termination of this Agreement, the use or intended use of the proceeds expiration of the Loans or and the consummation payment of all indebtedness of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender the Lenders hereunder and its counsel (under the “Indemnified Liabilities”); providedNotes, however, provided that the Borrower shall have no obligation hereunder under this Section to the Lenders with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Lenders. If any investigativeClaim is asserted against any Indemnified Party, judicial, or administrative proceeding arising from any the Indemnified Party shall endeavor to notify the Borrower of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use The Indemnified Party shall have the right to employ, at the Borrower's expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrower may at its reasonable efforts to cooperate own expense also participate in the defense of any such action, writ, or proceedingClaim. To Each Indemnified Party may employ separate counsel in connection with any Claim to the extent that the undertaking such Indemnified Party believes it reasonably prudent to indemnifyprotect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON ADMINISTRATIVE AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, payWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyCONTRIBUTING, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. In addition to the payment 8.1 LICENSEE agrees on behalf of expenses pursuant to Section 8.1 hereof, itself and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees each Affiliate to indemnify, exonerate, defend, payhold harmless, and hold harmless Lenderdefend STANFORD, JHU, and any holder of any interest in this AgreementStanford Health Services, JHU, HHMI and the UCSF Stanford Health Care and their respective trustees, officers, directors, employees, students, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penaltiesclaims, actions, demands, suits or causes of actionaction for damages, judgmentswhether arising from death, suitsillness, claimspersonal injury, costs, expensesproperty damage, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrativeimproper business practices, or judicial proceedingotherwise, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of (a) any breach or alleged breach of this Agreement by LICENSEE and to the Revolving Credit Facility Commitmentextent that the LICENSEE may be responsible for payment to a third party under this indemnity, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing its Affiliates or recordation is done based upon information supplied any company that has a controlling interest in LICENSEE, or (b) any manufacture, use, sale, or other disposition of Invention, Licensed Patent, Licensed Material, or Licensed Product, by Borrower LICENSEE or its affiliates except if such claims are due to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct acts of STANFORD and JHU. STANFORD agrees to promptly notify LICENSEE in writing of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim, other than any claim under the indemnification provisions for breach of this Section 8.2Agreement by LICENSEE, LICENSEE shall manage and control, at its own expense, the defense of such claim and its settlement, utilizing attorney's reasonably acceptable to STANFORD, JHU and HHMI. If LICENSEE agrees not to settle any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought such claim against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2without STANFORD's, BorrowerJHU's and HHMI's written consent where such settlement would include any admission of liability on the part of any Indemnitee, will resist and defend such action, suitwhere the settlement would impose any restriction on the conduct by the Indemnitee of any of its activities, or proceeding where the settlement would not include an unconditional release of such Indemnitee from all liability for claims that are the subject matter of such claim. STANFORD, HHMI and JHU shall not settle any claim covered by the indemnity without the prior written consent of LICENSEE which consent shall not be unreasonably withheld or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee)delayed. Each Indemnitee This section 8.1 will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition (a) The Issuer and the Indenture Trustee, but only to the payment extent of expenses pursuant the assets in the Indenture Trust and without personal recourse to Section 8.1 hereofthem, agrees that it shall pay and irrespective of whether shall protect, indemnify and save harmless the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, Issuer Administrator and the Issuer Administrator’s directors, officers, directors, employees, agents and agents servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with the Issuer Administrator (each of and counsel to Lender and such holders (collectively the foregoing an “Indemnitees” and individually as “IndemniteeIndemnified Person”) from and against any and all liabilitieslosses, obligationsliabilities (including liabilities for penalties), lossesactions, suits, judgments, demands, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements of any kind or nature whatsoever expenses (including, the reasonable without limitation, fees and disbursements expenses of counsel for such Indemnitees in connection with counsel) of any investigationnature (including, administrativewithout limitation, under any federal, state or judicial proceedingforeign securities laws, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, rules or asserted against such Indemnitee, in any manner regulations) arising from or relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of this Agreement and the transactions contemplated hereby or by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents agreements, instruments or documents to which filing the Issuer Administrator may be a party, whether now existing or recordation is done based upon information supplied by Borrower hereinafter arising (all of the foregoing being collectively referred to Lender and its counsel (the as “Indemnified LiabilitiesAmounts”); providedexcluding, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising Amounts resulting from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim the Issuer in performing its obligations under the indemnification provisions of this Section 8.2Agreement. If any investigativeaction, judicial, suit or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended Indemnified Person, the Issuer and the Indenture Trustee, but only to be indemnified pursuant to this Section 8.2, Borrowerthe extent of the assets of the Indenture Trust available therefor and without personal recourse, will resist and defend such action, suit, suit or proceeding or cause the same to be resisted and defended by its counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee affected Indemnified Person or intended IndemniteePersons) and shall pay all costs of defense as incurred unless it is finally determined by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. (b) The Issuer Administrator agrees that it shall pay and shall protect, indemnify and save harmless the Issuer, Delaware Trustee, Indenture Trustee and Eligible Lender Trustee and their directors, officers, employees, agents and servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with them (each of the foregoing an “Indemnified Person”) from and against any and all losses, liabilities (including liabilities for penalties). Each Indemnitee will use its reasonable efforts to cooperate in the defense , actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (including, without limitation, under any federal, state or foreign securities laws, rules or regulations) arising from or relating to this Agreement and the transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the foregoing being collectively referred to as “Indemnified Amounts”); excluding, however, Indemnified Amounts resulting from the negligence or misconduct of the Indemnified Persons in performing their obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer will resist and defend such action, writ, suit or proceeding. To proceeding or cause the extent that same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the undertaking to indemnify, pay, affected Indemnified Person or Persons) and hold harmless set forth in the preceding sentence may be unenforceable because shall pay all costs of defense as incurred unless it is violative finally determined by a court of any law or public policy, Borrower shall make the maximum contribution competent jurisdiction that such Indemnified Person is not entitled to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this indemnification hereunder. (c) This Section 8.2 17 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition a. Each party (the “Indemnitor”) to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, this Agreement shall indemnify and hold harmless Lenderthe other party and its parent, subsidiaries, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) permitted assigns from and against any and all liabilities, obligations, losses, damages, penalties, third-party actions, causes of action, judgmentslosses, suits, claimsliability, costs, expenses, damages, judgments, third-party claims and disbursements settlements, including reasonable outside attorney’s fees, arising out of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigationbreach of this Agreement by the Indemnitor of any representations, administrativewarranties, undertakings, covenants or judicial proceedingagreements of any nature by the Indemnitor in this Agreement. The Indemnitor shall pay the defense costs of the other party and its parent, whether such Indemnitee shall be designated a subsidiaries, and permitted assigns from any and all third-party thereto)actions, that may be imposed oncauses of action, incurred by, or asserted against such Indemnitee, in any manner relating to or demands and claims arising out of or in connection with any breach or alleged breach of this Agreement by the Revolving Credit Facility CommitmentIndemnitor or any representations, warranties, undertakings, covenants or agreements of any nature by the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by Indemnitor in this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel . b. Either party seeking indemnification under this Agreement (the “Indemnified LiabilitiesParty”)) shall give written notice to the party required to provide indemnification hereunder (the “Indemnifying Party”) and the Indemnifying Party shall promptly, at the Indemnified Party’s request, assume and diligently conduct the entire defense of any suit or action, or the making of any claim as to which indemnity may be sought hereunder, including settlements and appeals, at the Indemnifying Party’s sole cost and expense, and the Indemnifying Party shall pay and discharge any and all settlement amounts, judgments or decrees which may be rendered. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to entry of any judgment or administrative order or enter into any settlement that: (i) could affect the intellectual property rights or other business interest of the Indemnified Party; provided, however, that Borrower shall have no obligation hereunder (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to Indemnified Liabilities arising from such claim or litigation; or (iii) requires any consideration other than the gross negligence or willful misconduct payment of money by the Indemnifying Party. c. Each party shall promptly and timely execute any additional document(s) and take any additional action(s), at such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigativeparty’s sole cost and expense, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking other party deems necessary or desirable in order for such other party to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower enforce and/or defend its rights under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement. d. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, NOR SHALL EITHER PARTY HAVE A RIGHT AS AGAINST THE OTHER, FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY PUNITIVE DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, Affymetrix shall indemnify and hold harmless LenderPartner, its Affiliates and any holder of any interest in this Agreement, its and the their officers, directors, employees, agents and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and representatives against any third party suit or proceeding brought against Partner or its Affiliates and its and their officers, directors, employees, agents and representatives to the extent based on (i) a claim that Affymetrix Product directly infringes a valid and enforceable patent, copyright or trade secret right that exists as of the Effective Date in the United States, or (ii) Affymetrix’s breach of its obligations or warranties under this Agreement, and Affymetrix shall pay damages and costs finally awarded against Partner resulting therefrom and reasonable costs of investigation or settlement and legal fees and accounting expenses, if any, subject to the Cap (defined below); provided that Partner notifies Affymetrix in writing within thirty (30) calendar days of any claim or suit being made or brought and [***]=CONFIDENTIAL TREATMENT REQUESTED notified to Partner, and Partner gives Affymetrix authority to defend or, upon consultation with Partner, settle any such suit or proceeding, and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expensesreasonably requested information, and disbursements of any kind assistance necessary to settle or nature whatsoever (including, the reasonable fees and disbursements of counsel for defend such Indemnitees in connection with any investigation, administrative, suit or judicial proceeding, whether such Indemnitee . Affymetrix shall not be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, bound in any manner relating by any settlement made without its prior express written consent. In the event that an Affymetrix Product is held to infringe as set forth above, and its use is enjoined, Partner may (a) terminate this Agreement without any further payment or obligation to Affymetrix or (b) request that Affymetrix either obtain for Partner the right to continue using such affected Affymetrix Product, modify it to become non-infringing, or grant Partner a credit and accept return of such unused Affymetrix Product. Notwithstanding the foregoing, Affymetrix will have no liability hereunder to the extent that the alleged or actual infringement arises: (1) from use of the Affymetrix Product in a manner not authorized by Affymetrix in Section 2.01; (2) from combination of the Affymetrix Product with any product not supplied by Affymetrix under this Agreement; or (3) from any addition to or modification of the Affymetrix Product not specified by Affymetrix. Further, Affymetrix will have no liability to the extent the allegedly infringing activity: (4) results from the particular Probe sequences represented on an Array; (5) results from a Diagnostic Product or a Diagnostic Service (and would not have resulted from the Affymetrix Product alone or the procedures for use of such Affymetrix Product as specified by Affymetrix); or (6) occurs after Affymetrix has provided Partner with a design or work around that is satisfactory to Partner or a license at Affymetrix’s cost. In no event shall Affymetrix’s aggregate, cumulative liability arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out this Agreement (including Affymetrix’s indemnity obligations described in this section), exceed the amount of all payments made by Partner under this Agreement for the filing or recordation purchase of any of Affymetrix Products and Commissions during the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel Term (the “Indemnified LiabilitiesCap”); provided, however, that Borrower the Cap shall have no obligation hereunder not apply with respect to Indemnified Liabilities any liability arising from the out of Affymetrix’s gross negligence or willful misconduct misconduct. The Cap is cumulative but shall not include expenses incurred by Affymetrix in connection with its own legal fees. The existence of any such Indemniteeone or more claims or suits will not enlarge the Cap. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel Partner shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative Affymetrix and its Affiliates and its and their officers, directors, employees, agents and representatives for third party claims arising from Partner’s commercialization of Diagnostic Products or Diagnostic Services and any law damages (including reasonable costs of investigation or public policy, Borrower shall make the maximum contribution settlement and legal fees and accounting expenses) resulting therefrom subject to the payment and satisfaction of each of Cap, except to the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination extent such claims or damages result from Affymetrix’ s negligence, willful misconduct, or breach of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement. THE FOREGOING PROVISIONS OF THIS SECTION STATES THE ENTIRE LIABILITY AND OBLIGATION OF THE PARTIES, AND THE EXCLUSIVE REMEDY OF PARTNER AND ITS AFFILIATES, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ARE IN LIEU OF ALL WARRANTIES OF NON-INFRINGEMENT, EXPRESS OR IMPLIED.

Indemnity. In addition 20.1 Subject to the payment terms and conditions of expenses pursuant this Agreement and the Purchaser taking all necessary steps to Section 8.1 hereofmitigate any relevant loss or liability, the Vendor and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, CDT UK will defend, pay, indemnify and hold the Purchaser harmless Lenderfrom and against all claims, losses, liabilities, damages, costs and any holder expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any interest third-party claim against the Purchaser) to the extent to which these are reasonably foreseeable which result from any breach of a representation and warranty or covenant of the Vendor or CDT UK in this Agreement, JVA and the officersAncillary Agreement Provided always that, directorsin the event that the Purchaser does not proceed with the Second Sale, employeesthe Purchaser may seek to enforce and subsequently enforce any claim against any property of the Vendor and/or CDT UK and/or the Pledged Securities as determined in the discretion of the Purchaser. In relation to any dispute as to the extent to which losses are reasonably foreseeable the burden of proof shall be on the Vendor or CDT UK as appropriate. 20.2 Subject to the terms and conditions of this Agreement, the Purchaser will defend, indemnify and agents of and counsel to Lender and such holders (collectively hold the “Indemnitees” and individually as “Indemnitee”) Vendor harmless from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, costs and disbursements of any kind or nature whatsoever expense (including, the including without limitation reasonable fees and disbursements expenses of counsel for attorneys incurred in investigation or defense of any third-party action) to the extent to which these are reasonably foreseeable which result from a breach of a representation and warranty or covenant of the Purchaser in this Agreement. 20.3 For the avoidance of doubt, the amount of any judgement or award against the relevant party or the amount of any reasonable settlement reasonably approved by the Vendor or CDT UK (as the case may require) together with in each such Indemnitees case reasonable fees and expenses of attorneys incurred in connection with any investigationinvestigation or defense of the same, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating which gives rise to or arising out arises from a breach of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out shall for the purpose of this clause be regarded as reasonably foreseeable. 20.4 This Agreement and the rights and obligations of the filing or recordation parties shall be governed by, and construed in accordance with, the laws of any California, without giving effect to the choice of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); law principles thereof provided, however, that Borrower shall have no obligation hereunder with respect as to Indemnified Liabilities arising from matters of corporate governance and procedure relating to the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under Corporation, the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any General Corporation Law of the foregoing is brought against State of Delaware shall apply. 20.5 Except as provided for herein, any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause disagreement between the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of parties over any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each matters arising out of the Indemnified Liabilities that is permissible under applicable law. The obligations interpretation and/or enforcement of Borrower under this Section 8.2 shall survive the termination terms of this Agreement or a subcontract of whatsoever nature including, but not limited to, amounts of money allegedly owed by one party to another party which the parties have not resolved between themselves, shall be submitted to binding arbitration at the instigation of either party hereto. Such party shall provide written notice of the decision to have such disagreement settled by binding arbitration. Each party shall be responsible for paying its own respective costs, fees, attorney’s fees and expenses concerning the discharge arbitration. The arbitration provided for herein shall be held in Tokyo and governed by the then current rules promulgated by the Japan Arbitration Association if the Vendor or CDT UK initiates the arbitration. The arbitration provided herein shall be held in London and governed by the then current rules promulgated by London Court of Borrower’s International Arbitration if the Purchaser initiates the arbitration. No party shall have recourse to the courts to settle any dispute or disagreement between the parties arising out of interpretation and/or enforcement of this Agreement without first having submitted the matter to arbitration as herein described, and then only to enforce the decision arrived at by the majority vote of said arbitrators 20.6 The Parties agree to act at all times in the utmost good faith towards each other obligations hereunderin respect of all the matters referred to in this Agreement.

Indemnity. In addition to 7.1 The Founders, the payment of expenses pursuant to Section 8.1 hereofWFOE, and irrespective of whether the transactions contemplated hereby are consummatedNew WFOE, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, Flower Tree and the officersDomestic Company (each, directors, employees, and agents of and counsel to Lender and such holders (collectively the an “Indemnitees” and individually as “IndemniteeIndemnitor”) from shall, jointly and against severally, indemnify the Purchasers for any and all losses, liabilities, obligations, losses, damages, liens, penalties, actions, causes of action, judgments, suits, claims, costs, costs and expenses, and disbursements of any kind or nature whatsoever (including, the including reasonable advisor’s fees and disbursements other reasonable expenses of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation investigation and defense of any of the Loan foregoing (but excluding any consequential, speculative or punitive damages), incurred by Purchasers as a result of any breach or violation of any representation or warranty made by the Company, the Domestic Company, the WFOE, the New WFOE, Flower Tree or the Founders, or any breach by the Company, the Domestic Company, the WFOE, the New WFOE, Flower Tree or the Founders of any covenant or agreement contained herein or in any of the other Transaction Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the an “Indemnified LiabilitiesIndemnifiable Loss”); . If a Purchaser believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall give prompt notice thereof to the Company, the Domestic Company, the WFOE, the New WFOE, Flower Tree, the Founders, and the other Purchasers stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted. No such claim shall be settled or resolved without the consent of the Indemnitee. If there is a dispute regarding the obligation of the Indemnitors to compensate the Purchasers with respect to such Indemnifiable Loss, such dispute shall be submitted to arbitration pursuant to Section 8.15 within forty-five (45) days of delivery of the written notice of the claim provided by the Purchasers pursuant to this Section 7.1. 7.2 Any of the Founders’ indemnity obligations that are determined to arise hereunder may be satisfied by payment to the Purchasers in immediately available funds of the total amount of such Indemnifiable Loss, and such payment shall be delivered to the Purchasers within sixty (60) days of delivery of the written notice of the claim provided by the Purchasers pursuant to Section 7.1 or, if there is a dispute with respect to such Indemnifiable Loss, within sixty (60) days of the determination of the award by the arbitration panel pursuant to Section 8.15. In the event that the Founders are unable or unwilling to pay the entire Indemnifiable Loss within the foregoing period(s), the remaining amount of Indemnifiable Loss outstanding shall be satisfied by the transfer of that number of Ordinary Shares or Preferred Shares held (either directly or indirectly) or acquired after the date hereof by the Founders to the Purchasers on a pro-rata basis that equals the value of the remaining Indemnifiable Loss outstanding with each such share valued at the greater of (i) the price paid for each Preferred Share hereunder (as adjusted for share splits, combinations, recapitalizations, reclassifications and similar transactions) and (ii) the fair market value of such Ordinary Shares or Preferred Shares (determined pursuant to Section 8.15 if the parties to such dispute cannot agree). 7.3 Notwithstanding the foregoing, the Indemnitors shall, jointly and severally, indemnify and keep indemnified the Purchasers at all times and hold them harmless against any claim for tax which has been made or may hereafter be made against any Group Company wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by any Group Company on or before the Closing and any reasonable costs, fees or expenses incurred and other liabilities which the Domestic Company and any Group Company may properly incur in connection with the investigation, assessment or the contesting of any claim, the settlement of any claim for tax, any legal proceedings in which the Domestic Company claims in respect of the claim for tax and in which an arbitration award or judgment is given for the Domestic Company or Group Company and the enforcement of any such arbitration award or judgment whether or not such tax is chargeable against or attributable to any other person, provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under Domestic Company and the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel Founders shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate under no liability in the defense respect of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.taxation:

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereofBorrower shall indemnify Agent, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless each Lender, and any holder of any interest in this Agreementeach Transferee, and the each Participant, their respective Affiliates, managers, members, officers, directors, employees, agents, representatives, successors, assigns, accountants and agents of and counsel to Lender and such holders attorneys (collectively collectively, the “Indemnitees” and individually as “IndemniteeIndemnified Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, the without limitation, reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigationcounsel, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemniteebut 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 relating Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any act of or omission by Borrower or any of its Affiliates, officers, directors and agents relating to the Revolving Credit Facility CommitmentLoan, this Agreement or any other Loan Document, except to the use extent resulting or intended use arising from the applicable Indemnified Person’s own gross negligence or willful 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 the proceeds failure of Agent to give such notice shall not affect the Loans 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 Xxxxxxxx’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 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 such Indemnified Person or the consummation of the transactions contemplated by this AgreementCollateral, including any matter relating subject to or arising out of the filing or recordation 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 the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel an event (the an “Indemnified LiabilitiesInsured Event”), Agent agrees not to exercise its right to select counsel to defend the event if that would cause Xxxxxxxx’s insurer to deny coverage; provided, however, that Borrower shall have no obligation hereunder Xxxxxx reserves the right to retain counsel to represent any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist an Insured Event at its sole cost and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceedingexpense. To the extent that Agent obtains recovery from a third party other than an Indemnified Person of any of the undertaking amounts that Xxxxxxxx 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 amount of such recovery. Without limiting any of the foregoing, (a) Borrower indemnifies the Indemnified Persons for all claims for brokerage fees or commissions (other than claims of a broker with whom such Indemnified Person has directly contracted in writing) and (b) Agent indemnifies the Borrower for all claims for brokerage fees or commissions (other than the claims of a broker with whom Borrower or any of its Affiliates has directly contracted in writing), in each case, which may be unenforceable because it is violative of made in connection with respect to any law aspect of, or public policyany transaction contemplated by or referred to in, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderor any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, indemnify and hold harmless Lender, the Banks and any holder of any interest in this Agreement, and the their respective officers, directors, employees, agents, attorneys and agents of representatives (singularly, an "Indemnified Party", and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”"Indemnified Parties") from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever expense (including, including the reasonable fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any investigationother action with respect to the Loan Documents and all documents, administrative, or judicial proceeding, whether such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto), that may be imposed on, incurred by, in addition to any other obligations or asserted against such Indemnitee, in any manner relating to or arising out liabilities of the Revolving Credit Facility CommitmentBorrowers to the Banks hereunder or at common law or otherwise, the use or intended use and shall survive any termination of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any expiration of the Loan Documents which filing or recordation is done based upon information supplied by Borrower and the payment of all indebtedness of the Borrowers to Lender the Banks hereunder and its counsel (under the “Indemnified Liabilities”); providedNotes, however, provided that Borrower the Borrowers shall have no obligation hereunder under this Section 19 to the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Banks. If any investigativeClaim is asserted against any Indemnified Party, judicial, or administrative proceeding arising from any the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend actual harm caused by such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemniteefailure). Each Indemnitee will use its reasonable efforts The Indemnified Party shall have the right to cooperate employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any such action, writ, or proceedingClaim. To Each Indemnified Party may employ separate counsel in connection with any Claim to the extent that the undertaking such Indemnified Party believes it reasonably prudent to indemnifyprotect such Indemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION 19 TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, payWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyCONTRIBUTING, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. In addition to the payment of expenses pursuant to the terms and conditions of Section 8.1 8.2 hereof, and irrespective of whether or not the transactions contemplated hereby are shall be consummated, Borrower (an “Indemnitor”) agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, Lender and any holder of any interest in this Agreementa Note, and the officers, directors, employees, agents, and agents Affiliates of and counsel to Lender and such holders (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, expenses and disbursements of any kind or nature whatsoever (including, without limitation the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigationinvestigative, administrative, administrative or judicial proceedingproceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), that which may be imposed on, incurred by, or asserted against such that Indemnitee, in any manner relating to or arising out of this Agreement, the Revolving Credit Facility Commitmentother Loan Documents, Lender’s agreement to make the Loans or the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel hereunder (the “Indemnified Liabilities”); provided, however, except to the extent that Borrower shall have no obligation hereunder with respect to any such Indemnified Liabilities arising from arose at the result of Lender’s or any other Indemnitee’s gross negligence or willful misconduct of any such Indemniteemisconduct. Each Indemnitee will promptly notify Borrower shall give the Indemnitor prompt written notice of each event of which it has knowledge which may any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim under of which such Indemnitee has knowledge: provided, that any failure to give such notice shall not affect the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any obligations of the foregoing Indemnitor unless (and then solely to the extent) the Indemnitor is brought against prejudiced, 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 indemnified from all claims arising out of or intended in any way relating to be indemnified pursuant to this Section 8.2the circumstances involving such claim) so long as in any such event, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel Indemnitor shall be reasonably satisfactory have stated in a writing delivered to the Indemnitee or intended that, as between the Indemnitor and the Indemnitee). Each , the Indemnitor is responsible to the Indemnitee will use its reasonable efforts with respect to cooperate in 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 such action, writ, claim in the event that in the reasonable opinion of counsel for the Indemnitee there arc one or proceedingmore material defenses available to the Indemnitee which are not available to the Indemnitor. To the extent that the undertaking to indemnify, pay, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law Law or public policy, Borrower shall make contribute the maximum contribution portion which it is permitted to pay and satisfy under applicable law, to the payment payment, and satisfaction of each of the all Indemnified Liabilities that is permissible under applicable law. The obligations incurred by the Indemnitees or any of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderthem.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, (a) The Indemnitor shall indemnify and hold harmless Lendereach of Ares Special Situations Fund IV, L.P. and any holder of any interest in this AgreementASOF Holdings I, L.P. (each, the “Indemnified Purchaser”) and its respective affiliates and the Indemnified Purchaser’s and each of its affiliates’ respective directors, officers, directorsmanagers, employees, equityholders, members, partners, agents and agents of and counsel to Lender and such holders representatives (collectively collectively, the “Indemnitees” and individually as “IndemniteePurchaser Indemnified Parties”) ), from and against any and all liabilities, obligations, losses, damages, costs, deficiencies, penalties, actionsfines and/or expenses (including costs of investigation and defense and reasonable documented out-of-pocket attorney’s fees, causes costs and expenses) (collectively, “Losses”) as set forth on Schedule 10. (b) The Indemnitor shall promptly reimburse the Purchaser Indemnified Parties (following the receipt of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, reasonable supporting documentation by the Indemnitor) for all reasonable fees and disbursements of counsel for such Indemnitees out-of-pocket documented expenses as incurred by the Purchaser Indemnified Parties in connection with its participation in the defense of any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or claims asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this AgreementDisclosed Proceeding, including any matter relating the reasonable out-of-pocket documented expenses of one (1) counsel engaged by the Indemnified Party if either (i) the Indemnitor has not assumed the right to control the defense of an Indemnifiable Claim pursuant to Section 10(c) or arising out (ii) the Indemnitor elects to control the defense of an Indemnifiable Claim pursuant to Section 10(c) and a Purchaser Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of a conflict of interest between the filing or recordation Purchaser Indemnified Party and the Indemnitor. (c) The Indemnitor shall have the right to control the defense of any of the Loan Documents which filing claim or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge matter which may reasonably give rise to a claim for indemnification under this letter agreement (an “Indemnifiable Claim”) unless the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended Indemnifiable Claim would reasonably be expected to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory result in liability to the Indemnitee or intended Indemnitee)Purchaser Indemnified Parties that would not be indemnifiable under this Agreement. Each Indemnitee will use its reasonable efforts The Indemnitor shall not consent to cooperate in the defense entry of any such actionjudgment or enter into any settlement with respect to or otherwise compromise an Indemnifiable Claim, writ, or proceeding. To without the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each prior written consent of the Indemnified Liabilities that is permissible under applicable law. Purchasers (not to be unreasonably withheld, conditioned or delayed) if such judgment or settlement involves any finding or admission of fact, culpability, failure or guilt or a violation of any Law by the Purchaser Indemnified Parties or does not otherwise release the Purchaser Indemnified Parties from all liability thereunder without prejudice. (d) The obligations of Borrower under this Section 8.2 shall survive Indemnitor hereby represents and warrants to the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.Purchasers, as follows:

Indemnity. In addition to During the payment of expenses pursuant to Section 8.1 hereofTerm, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to Charterer shall fully indemnify, exonerate, defend, pay, and hold harmless LenderOwner against any third party action brought against Owner to the extent that it is based upon a claim that the design, manufacture, use, or sale of the Regasification Technology or Regasification Components on the Vessel infringes the intellectual property rights of the third party (the “Infringement Claim”); provided that Owner, upon receipt of a notice of a claim that could result in Charterer indemnifying Owner, shall give written notice to Owner within ***** days of such claim or threat. This indemnity obligation is further conditioned upon the following: (a) that Owner has operated the Regasification Components in accordance with the instructions and any holder order of Charterer as to cargoes (including loading, unloading and discharge thereof); (b) Charterer will conduct and have sole control of the defence of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any action or such claim and all liabilitiesnegotiations for its settlement or compromise and Charterer shall not be required to pay any settlement amount which it has not approved in writing in advance; and (c) should the Regasification Components become, obligationsor in Charterer’s opinion be likely to become, lossesthe subject of a claim of infringement of a patent in the United States or elsewhere, damagesthen Owner shall permit Charterer, penaltiesat its option and expense, actionseither to procure for Owner the right to continue to have and use the Regasification Components or to replace or modify the same so that it becomes noninfringing. Notwithstanding the foregoing, causes Charterer shall have no liability to Owner or any other party under any provision of action, judgments, suits, claims, costs, expenses, and disbursements this Charter with respect to any claim of infringement of any kind patent or nature whatsoever any other intellectual property right which is based upon or arises out of (including, the reasonable fees and disbursements i) combination of counsel for such Indemnitees in connection Regasification Components specified by Charterer with any investigation, administrativeequipment or software not within Specifications, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of (ii) the Revolving Credit Facility Commitment, the use or intended use of the proceeds of Regasification Components in a manner inconsistent with the Loans or the consummation of the transactions contemplated by this AgreementCharter. In addition, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower Charterer shall have no obligation hereunder liability for any costs or expenses incurred without Charterer’s written authorization. The foregoing states the entire warranty by Charterer and exclusive remedy of Owner with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct any alleged infringement of any such Indemniteepatent or other intellectual property right. Each Indemnitee As a further condition of the indemnity provided above, Owner covenants and agrees that it will promptly notify Borrower not assert a claim, lawsuit or other action covered by the indemnity provided herein against any of each event Daewoo or its Affiliates or any other party that has constructed the Regasification Components of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2Vessel. If any investigativeOwner violates this covenant, judicialit understands and agrees that it will forfeit the indemnity provided in this Article 47. Charterer disclaims all warranties with regard to the regasification components, express or implied, including, but not limited to warranties of adequacy, completeness, merchantability, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified fitness for a particular purpose or intended to be indemnified pursuant to use, except as provided in this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderArticle 47.

Indemnity. In addition Subject to the payment of expenses pursuant limitations hereinafter set forth, Customer agrees that BlueArc has the right to Section 8.1 hereofdefend, or at its option to settle, and irrespective BlueArc agrees, at its own expense, to defend or at its option to settle, any claim, suit or proceeding (collectively, “Action”) brought against Customer alleging that the Software infringes any U.S. patent or copyright. BlueArc shall have sole control of whether the transactions contemplated hereby are consummatedany such Action or settlement negotiations, Borrower and BlueArc agrees to indemnify, exonerate, defend, pay, subject to the limitations set forth in Section 6 (Limitation of Liability), any final judgment entered against Customer as a result of such infringement in any such Action defended by BlueArc. Customer agrees that BlueArc at its sole option shall be relieved of the foregoing obligations unless Customer notifies BlueArc promptly in writing of such Action and hold harmless Lendergives BlueArc written authorization to proceed as contemplated herein, and, at BlueArc’s expense, gives BlueArc proper and full information and assistance to settle and/or defend such Action. If the Software, or any holder * * * Indicates that confidential treatment has been sought for this information. 92 part thereof, is, or in the opinion of BlueArc may become, the subject of any interest in this AgreementAction for infringement, or if use or distribution of the Software is enjoined, then BlueArc may, at its option and expense: (i) procure for Customer the officersright to distribute or use, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (includingappropriate, the Software; (ii) replace the Software with other suitable software; (iii) suitably modify the Software; or (iv) if the foregoing alternatives cannot be accomplished on a commercially reasonable fees basis as determined in BlueArc’s sole discretion, require Customer to return such Software and disbursements of counsel refund the aggregate payments paid therefor by Customer, less a reasonable sum for such Indemnitees in connection with use and damage. BlueArc shall not be liable for any investigationcosts or expenses incurred without its prior written authorization. Notwithstanding the foregoing, administrative, BlueArc assumes no liability for any claims arising from the following: (a) the combination or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds Software with other products, hardware, software or other items not provided by BlueArc; (b) the modification of the Loans Software, or the consummation of the transactions contemplated by this Agreement, including any matter relating to part thereof; or arising out of the filing (c) Customer’s specifications or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemniteedesigns. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification The foregoing provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any 3 (Indemnity) state the entire liability and obligation of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement BlueArc and the discharge exclusive remedy of Borrower’s other obligations hereunderCustomer with respect to any alleged infringement.

Indemnity. In addition to and without limiting any protection of the payment of expenses pursuant to Section 8.1 hereofSubscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and irrespective each of whether the transactions contemplated hereby are consummatedtheir directors, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, employees and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “IndemniteeIndemnified Parties”) and save them harmless from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, penalties, actions, causes of action, judgments, suits, claimsproceedings, liabilities, damages (excluding loss of profits and consequential damages), costs, expensescharges, assessments, judgments and disbursements of any kind or nature whatsoever expenses (including, the reasonable including expert consultant and legal fees and disbursements of counsel for such Indemnitees on a solicitor and client basis) whatsoever arising in connection with any investigationthis Agreement including, administrativewithout limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or judicial proceedingany of them, may suffer or incur, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, at law or asserted against such Indemniteein equity, in any manner way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent’s duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Revolving Credit Facility CommitmentCorporation. Notwithstanding any other provision hereof, the use or intended use Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation correctness of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct representations of any such Indemnitee. Each Indemnitee will promptly notify Borrower third parties and regardless of each event any liability of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory third parties to the Indemnitee Indemnified Parties, and shall accrue and become enforceable without prior demand or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, other precedent action or proceeding. To the extent that the undertaking to indemnifyNotwithstanding any other provision hereof, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement and the discharge of Borrower’s other obligations hereunderAgreement.

Indemnity. In addition to the payment Each of expenses pursuant to Section 8.1 hereofCompany and Transferor (in such capacity, and irrespective of whether the transactions contemplated hereby are consummated, Borrower "Indemnitor") agrees to indemnify, exonerate, defend, pay, indemnify and hold the other party (in such capacity, "Indemnitee") harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind damage or nature whatsoever (expense including, the without limitation, reasonable attorneys' fees and disbursements of counsel for such Indemnitees costs in all trial and appellate proceedings ("Losses") incurred in connection with any investigationclaim by a third party, administrativeincluding, without limitation, any current or judicial proceedingformer shareholder, whether such Indemnitee shall be designated director, officer, employee or agent of Transferor (a party thereto"Claim"), that may be imposed onmade, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of (x) in the Revolving Credit Facility Commitmentcase of Company (as Indemnitor), the use Assumed Liabilities or intended use 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, provided that (i) such settlement includes an unconditional release of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder Indemnitee from all liability with respect to Indemnified Liabilities arising such Claim and (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 or willful misconduct of Indemnitee with respect to any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which Claim, the Indemnitor may give rise to a claim under assume the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any defense thereof with counsel of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be Indemnitor's choice reasonably satisfactory to the Indemnitee or intended 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. Each The Indemnitee will use 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 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 reasonable efforts obligation to cooperate 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 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, nonappealable resolution of any such actionClaim. The Indemnitee will also make available to the Indemnitor, writas reasonably requested, its personnel (including technical), agents and other representatives who are responsible for preparing or maintaining information, records or other documents, or proceeding. To the extent that the undertaking who may have particular knowledge with respect to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable lawClaim. The obligations 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 Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereundercontribution or to reimbursement, whether contractual or otherwise.

Indemnity. 13.1 Either party to this Agreement providing Materials “Provider” will defend and indemnify the other party to this Agreement receiving such Materials “Recipient” against a claim that any Material furnished by the Provider and used by the Recipient as permitted by the terms of this Agreement infringes the intellectual property rights of a third party. 13.2 The Recipient shall promptly notify Provider of any infringement of any intellectual property rights owned by a third party which comes to Recipient's notice and will at Provider's cost provide such assistance as Provider may require in that connection. Provider shall have the sole conduct and shall bear the costs of any infringement claim or proceedings by or against any third party. 13.3 In addition the event that some or all of the Material is held or is believed by the Provider to infringe a third party’s copyright or patent, the Provider shall have the option at its expense: 13.3.1 to modify the Material to be non-infringing or supply substitute non-infringing material to the payment Recipient; 13.3.2 to obtain for the Recipient the right to continue using the Material; or 13.3.3 to require return of expenses pursuant the infringing Material from the Recipient and terminate all rights thereto. If such return materially affects either party's ability to Section 8.1 hereofmeet its obligations under the relevant Service Schedule, and irrespective of whether then either party may by written notice, terminate the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest Service Schedule in this Agreement, and accordance with Clause 12.1. If Envitia is the officers, directors, employees, and agents of and counsel to Lender and Recipient then upon such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee termination Envitia shall be designated a party thereto), entitled to recover the Fees paid by Envitia for that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out portion of the Revolving Credit Facility CommitmentMaterial. If [XXX] is the Recipient, then upon such termination [XXX] shall be entitled to recover the use or intended use Charges for Services requested up to the date of termination together with the proceeds costs of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower committed resources in accordance with Clause 12. 13.4 The Provider shall have no obligation hereunder with respect liability for any claim of infringement resulting from; 13.4.1 the Recipient's use of a superseded release of some or all of the Material if such infringement would have been avoided by the use of a subsequent unaltered release of the Material which is provided or offered to Indemnified Liabilities arising from be provided to the gross negligence Recipient; or 13.4.2 any information, design, specification, instruction, software, data or willful misconduct material not furnished by the Provider. 13.5 This Clause 13 states the parties' entire liability and exclusive remedy for infringement of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderthird party's intellectual property rights.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated Borrower hereby are consummated, Borrower agrees to indemnifyindemnify the Lender and its affiliates, exoneratesubsidiaries, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officersparent, directors, officers, employees, agents, and agents of and counsel to Lender and such holders attorneys (collectively collectively, the “Indemnitees” and individually as “Indemnitee”) against, and to hold them harmless from and against against, any and all claims, debts, liabilities, demands, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimspenalties, costs, expensesand expenses (including consultants’, experts’, and disbursements attorneys’ fees and expenses (including attorneys’ fees and expenses incurred by Indemnitees as a result of any kind suit or nature whatsoever (includingother action brought by Borrower or its affiliates)) of every nature, the reasonable fees character and disbursements of counsel for such Indemnitees in connection with description that any investigation, administrative, Indemnitee may sustain or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to incur based upon or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Obligations, the Loan Documents which filing Documents, any relationship or recordation is done based upon information supplied by Borrower to agreement between Lender and Borrower or any Affiliate, or any other matter, cause or thing whatsoever occurred, done, omitted, or suffered to be done by any Indemnitee relating to Borrower, its counsel (Affiliates, or the “Indemnified Liabilities”)Obligations, in all cases whether or not caused by or arising as a result of the applicable Indemnitee’s negligence; provided, however, provided that Borrower the indemnity hereunder to an Indemnitee shall have no obligation hereunder with respect not extend to Indemnified Liabilities arising from the damages proximately caused by such Indemnitee’s own gross negligence or willful misconduct as determined by a final non-appealable judgment from a court of competent jurisdiction as set forth hereunder. Notwithstanding any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of provision in this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory Agreement to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in contrary, the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless indemnity agreement set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the any termination of this Agreement and the discharge of Borrower’s other obligations hereundershall for all purposes continue in full force and effect.

Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, (a) The Escrow Agent shall be indemnified and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold held harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) by Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable including counsel fees and disbursements of counsel for such Indemnitees disbursements, or loss suffered by the Escrow Agent in connection with any investigationaction, administrative, suit or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, other proceeding involving any claim which in any manner relating to way, directly or arising indirectly, arises out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by relates to this Agreement, including any matter relating to or arising out the services of the filing Escrow Agent hereunder, other than expenses or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities losses arising from the fraud, gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any such Indemniteedemand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. Each Indemnitee will promptly notify Borrower of each In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in any state or federal court located in New Castle County, State of Delaware. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgement, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which it has knowledge which may give rise is believed by the Escrow Agent to a claim under be genuine and to be signed or presented by the indemnification provisions proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended Agreement unless evidenced by counsel designated by Borrower (which counsel shall be reasonably satisfactory a writing delivered to the Indemnitee or intended Indemnitee). Each Indemnitee will use Escrow Agent are affected, unless it shall have given its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this prior written consent thereto. (c) This Section 8.2 7 shall survive the termination of this Agreement and or the discharge resignation, replacement or removal of Borrower’s other obligations hereunderthe Escrow Agent for any reason.

Indemnity. In addition to The Issuer shall indemnify each of the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, Trustee and the Drawing Agent (and its officers, directors, employeesemployees and agents) for, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against hold it harmless against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind liability or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees expense Incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Securities and the other Related Documents, including the costs and expenses of defending itself against any investigationclaim or 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, administrativeany loss, liability or judicial proceedingreasonable expense Incurred without negligence or bad faith on its part, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the Revolving failure to furnish any such Officers’ Certificate required to be furnished hereunder. Each of the Trustee and the Drawing Agent shall notify the Issuer, the Guarantor, the Policy Provider and the Initial Credit Facility Commitment, Provider promptly of any claim asserted against the use or intended use of the proceeds of the Loans Trustee or the consummation of the transactions contemplated by this AgreementDrawing Agent, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents as applicable, for which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”)it may seek indemnity; provided, however, that Borrower failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Trustee or the Drawing Agent, as applicable, shall cooperate in the defense. The Trustee and the Drawing Agent may have no obligation hereunder with respect to Indemnified Liabilities arising from separate counsel and the gross 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 Trustee or the Drawing Agent, as applicable, through negligence or willful misconduct of any such Indemniteebad faith. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification The provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this 8.01 and Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 8.02 hereof shall survive the termination of this Agreement and Indenture or the discharge earlier resignation or removal of Borrower’s other obligations hereunderthe Trustee or the Drawing Agent, as applicable.

Indemnity. In addition Lessee agrees that each payment of Basic Rent hereunder shall be free and clear of, and without deduction for, any and all withholdings on account of Taxes of any nature whatsoever, whether or not an exclusion pursuant to Section 10(b) applies, except as required by law. If any such deduction or withholding of Taxes is required with respect to such payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or withholding, will be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, but only to the extent necessary to ensure that the holders of the outstanding Equipment Notes receive such amount as may be required by the Indenture. If Lessee pays any amount to Lessor (or to any taxing authority for the account of Lessor) as a result of the application of the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on the Owner Trustee, the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant would be liable) shall reimburse Lessee for such withholding Tax within 30 days of written notice accompanied by evidence of payment for such withholding Taxes (exclusive of interest, penalties and additions to Tax) paid by Lessee provided that in any circumstance in which the Lessor is (i) upon or with respect to, based upon or measured by (A) the Aircraft, the Airframe, any Engine or any Part thereof, or interest therein, (B) the manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of title, return or other disposition of the Aircraft, the Airframe, any Engine or any Part thereof or interest therein; or (C) the rentals, receipts, income or earnings arising therefrom (including without limitation the Rent), or (ii) upon or with respect to the Operative Documents (including the Equipment Notes), any interest (iii) the Trust Indenture Estate or the property, or the income or other proceeds received with respect to the property, held by the Indenture Trustee under the Indenture, or (iv) the payment of expenses the principal of, or interest or premium on, or other amounts payable with respect to the Equipment Notes, whether as originally issued or pursuant to Section 8.1 hereofany modification or reissuance, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees or (v) otherwise with respect to indemnify, exonerate, defend, pay, and hold harmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, and agents of and counsel to Lender and such holders (collectively the “Indemnitees” and individually as “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunderOperative Documents.