Common use of Liability and Indemnity Clause in Contracts

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (ai) Except as otherwise set forth in this Contract and except Neither the Company nor the Manager shall be under any liability for risks and liabilities any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control. (ii) The Manager shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with a detention of or delay to the acts Vessels) and howsoever arising in the course of performance of the Services, unless and to the extent that such loss, damage, delay or omissions expense is proven (through a judgement of Ownera court of competent jurisdiction) to have resulted solely from fraud, Ownergross negligence or wilful misconduct of the Manager or its employees, in which case (save where such loss, damage, delay or expense has resulted from the Manager’s other contractors personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of two (except Builder 2) times the quarterly Flat Management Fee. (iii) Notwithstanding anything to the contrary in this Agreement, the Manager shall not be responsible for any of the actions of the crew of the Vessels, even if such actions are negligent, grossly negligent, reckless or wilful. (iv) The Company shall keep the Manager and its subcontractors), subcontractors, vendorsemployees, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever sub-contractors (including costs any Sub-managers) and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend consultants indemnified and hold them harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilitiesactions, losses, damages, liens, causes of action, suitsproceedings, claims, judgmentsdemands or liabilities whatsoever or howsoever arising, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents which may be brought against them or representatives (“Builder Group”) may hereinafter suffer, incur, incurred or pay suffered by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent them arising out of or in connection with the acts performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis), which the Manager may suffer or omissions incur (either directly or indirectly) in the course of Ownerthe performance of this Agreement, including, without limitation, against all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction (the “Environmental Laws”), or otherwise relating to pollution of the environment, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to (A) the fraud, gross negligence or wilful misconduct of the Manager, its agentsemployees, representatives agents or sub-contractors, or (B) any breach of this Agreement by the Manager. (v) Without prejudice to the general indemnity set out in this Section, the Company hereby undertakes to indemnify the Manager, its employees, agents and other sub-contractors against all taxes (exclusive of Builder including but not limited to tonnage taxes), imposts and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of duties levied by any Unit from and after the time of delivery government as a result of the Unit operations of the Company or Owner the Vessels, whether or not such taxes, imposts and duties are levied on TORO, the Shipowning Subsidiaries, the Ex-Shipowning Subsidiaries or the Manager. The Company shall pay all applicable taxes, levies, dues or fines imposed on the Company, the Vessels or the Manager as a result of the existence and operations of the Company and Vessels. For the avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts paid to the Manager as consideration for the performance of the Services for the Company. (vi) It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager and the employees of such sub-contractor) shall in conformance any circumstances whatsoever be under any liability whatsoever to the Company for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this ContractSection, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid. (vii) The Company acknowledges that the Manager is unable to confirm that the Vessels, their systems, equipment and machinery are free from defects and agrees that the Manager shall not under any circumstances be liable for any losses, costs, claims, liabilities and expenses, which the Company may suffer or incur resulting from pre-existing or latent deficiencies in the Vessels, their systems, equipment and machinery. (viii) The provisions of this Section 8 shall remain in force notwithstanding termination of this Agreement.

Liability and Indemnity. The Recipient will at all times indemnify the Departments, the State of New South Wales, the State of Victoria and their Personnel (aThose Indemnified) Except jointly and severally from and against any claim, loss, damage, cost, expense or liability (including legal costs on a solicitor and own client basis) arising out of or as otherwise set forth in this Contract and except for risks and liabilities arising a consequence of: the carrying out of works or services, or the supply of goods, in connection with the acts or omissions of Owner, Owner’s other contractors Project; the Licensed Materials (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during including the construction use of the Units and until completion and delivery Licensed Materials by either Department or both of each Unit the Departments or their Personnel, but excluding any Pre-existing Materials owned by either or both of the Departments) infringing or allegedly infringing the Intellectual Property Rights or Moral Rights of any person; without limiting the previous paragraphs any: breach of this Funding Agreement; or negligent or wrongful or unlawful act or omission, by or on the part of the any of the: Recipient; Related Parties; or Subcontractors, including the respective Personnel for the entities noted from (i) to Owner for all loss (iii) above; or damage occurring any negligent or wrongful or unlawful act or omission on the part of the Recipient, Related Parties or their respective Personnel or Subcontractors. The Recipient’s liability to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related indemnify Those Indemnified will be reduced proportionally to the Work to be performed extent that any breach of this Funding Agreement by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or deathThose Indemnified, or any loss wrongful, unlawful or negligent act or omission of Those Indemnified, contributed to the loss. The Recipient acknowledges Those Indemnified in this Funding Agreement means Those Indemnified jointly and severally. The Recipient must: (cooperation): cooperate with and ensure that its Personnel and Subcontractors cooperate with, both Departments and other parties, and attend any meetings requested by either or damage to property sustained or purported to have been sustained by any member both of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.Departments;

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with 18.1 Client agrees that SHKB or any member of the acts Group or omissions any of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agentstheir respective officers, employees or representative, Builder will assume all risks and liabilities, during agents shall not have any liability whatsoever (other than those resulting from fraud or wilful default on the construction part of SHKB or such member of the Units and until completion and delivery of each Unit to Owner Group) for all loss any loss, expense or damage occurring which Client may incur as a result of the performance or failure to each Unit and its componentsperform this Agreement or as a result of any act or omission of any third party (whether or not appointed by SHKB or any member of the Group) or howsoever arising out of any cause beyond the control of SHKB or any member of the Group. Further, includingSHKB or any member of the Group or any of their respective officers, without limitationemployees or agents shall accept no liability as a result of compliance with any applicable Regulatory Rules. This Clause 18.1, Owner Furnished Equipment while however, shall not be construed as in any way binding any member of the Group to comply with any provision of this Agreement unless otherwise explicitly agreed by such equipment is on Builder’s premisesmember of the Group. 18.2 Client undertakes with SHKB (bfor itself and for the purpose of this indemnity, as trustee for each Indemnified Person (defined below)) Builder shall indemnifyto indemnify and to keep indemnified SHKB, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against other members of the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates Group and their respective officers, employees, employees and agents or representatives (each an “Owner GroupIndemnified Person”) on a full indemnity basis from and against all liabilities, losses, damages, liensinterest costs, causes of actionactions, suitsdemands, claims, judgmentsproceedings, expenses expenses, costs and costs liabilities of whatsoever nature (including attorney fees and court costs), other than those resulting from fraud or wilful default on the part of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents SHKB or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the causeGroup) incurred, including the negligence (joint, sole suffered or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active made or passive), fault, strict liability, tort brought against or breach of contract of any member of the Builder Group threatened to be made or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and brought against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent each Indemnified Person directly or indirectly arising out of or in connection with the acts performance of any act or omissions exercise of Ownerany right or discretion or any inaction taken or chosen by or for SHKB and/or any member of the Group pursuant to this Agreement, or arising directly or indirectly from an Event of Default, or any act or omission by Client whether or not constituting a breach of any of its agentsobligations under this Agreement or directly or indirectly as a consequence of reliance on any representation stated in this Agreement or the Account Application or any information provided by or for Client or directly or indirectly as a result of acting on any instruction, signature, instrument, notice, resolution, request, certificate, report or other document believed to be signed or given by the proper party(ies), whether the same is given verbally or in written form and whether the same is an original, facsimiled or electronic copy. 18.3 If any claim is made against SHKB, any member of the Group and/or Client in connection with this Agreement, SHKB may, without prejudice to Clause 18.1 above, take any such steps at its sole discretion, including, without limitation, the withholding of payment or delivery to Client of any money and/or other property. 18.4 Client acknowledges that handling of Client’s Account(s) by any person or party other than the Client must be properly documented as prescribed by SHKB from time to time (for example, in relation to giving of trading instructions, by completion of the relevant prescribed form applicable to Authorized Person or Authorized Third Party, as the case may be). Discretionary handling of clients’ accounts by SHKB’s representatives is generally not permitted by SHKB policy (and other contractors (exclusive that if exception is granted it must be properly documented in a further SHKB discretionary account agreement with a power of Builder attorney). Client covenants not to hold SHKB responsible in any way, and its subcontractorsshall indemnify SHKB, vendorsfor all and any loss, agentsdamage, employees and representatives and representatives) interest, cost, action, demand, claim, liability, expense or proceeding of any nature whatsoever relating to possessionor resulting from the Client’s instruction, ownershippermission, operation and maintenance of acquiescence or approval to, or arrangement or understanding with, any Unit from and after SHKB representative or any person or party other than the time of delivery Client (whether explicit or tacit) to conduct discretionary trading on the Account or other handling in respect of the Unit Client’s Account(s) or Owner in conformance with this ContractClient’s money.

Liability and Indemnity. (a) Except as Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for: i. death or personal injury caused by IAL's negligence or the negligence of its employees, agents or subcontractors, ii. fraud or fraudulent misrepresentation; or iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or iv. any other liability which cannot be lawfully excluded or limited. b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise set forth in this Contract and except for risks and liabilities arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses. c) Subject to Clause 11(a) above, each party's total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the acts or omissions of OwnerParticipation Fees paid in each Exhibition year (as applicable), Owner’s under these Terms & Conditions. d) Each party (in such instance, the "Indemnifying Party") assumes responsibility and agrees to indemnify and defend the other contractors (except Builder party and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its respective affiliates and their respective directors, officers, employeesagents and employees (in such instance, agents or representatives (“Owner Group”the "Indemnified Parties") from and against all liabilitiesany third party claims, costs, losses, damages, liens, causes of action, suits, claims, judgments, damages or expenses and costs (including attorney fees and court costs)any reasonable legal fees) arising out of: (a) the Indemnifying Party's use or provision, as the case may be, of every nature, kind and description that Builder, its affiliatesthe Exhibition Venue by themselves or their agents, subcontractors and or employees; (b) the Indemnifying Party's or their respective officersagents', subcontractors' or employees, agents ' failure of observe and/or perform the Contract and/or breach of any representation or representatives warranty set forth in the Contract; (“Builder Group”c) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, personal injury or any loss of property damage caused by the Indemnifying Party's negligence or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). agents, subcontractors or employees; or (d) To any violation or infringement (or claimed violation or infringement) by the fullest extent permitted by applicable lawIndemnifying Party or its agents, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, subcontractor or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract employees of any member of image, copyright, trademark or trade secret rights or privileges, whether during the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of Exhibition or in connection with materials supplied to the acts Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing. e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or omissions negotiations / discussions with such companies. Any companies that conduct business with each other as a result of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after meeting at the time of delivery of the Unit Exhibition are responsible for entering into their own business contracts or Owner in conformance with this Contractnegotiations / discussions.

Liability and Indemnity. No Member, Managing Member or Tax Matters Partner (anor any officer, director, member, manager, constituent partner, agent or employee of the Company or a Member, Managing Member or Tax Matters Partner) Except as shall be liable or accountable in damages or otherwise set forth in this Contract and except to the Company or to any other Member, Managing Member or Tax Matters Partner for risks and liabilities arising any good faith error of judgment or any good faith mistake of fact or law in connection with this Agreement, or the acts services provided to the Company except in the case of willful misconduct or omissions gross negligence. To the maximum extent permitted by law, the Company does hereby indemnify, defend and agree to hold each Member , Managing Member or Tax Matters Partner (and each such officer, director, member, manager, constituent partner, agent or employee of Ownera Member, Owner’s other contractors (except Builder Managing Member or Tax Matters Partner) wholly harmless from and its subcontractors)against any loss, subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss expense or damage occurring to each Unit and its components, (including, without limitation, Owner Furnished Equipment while reasonable attorneys’ fees and costs) suffered by such equipment is Member, Managing Member or Tax Matters Partner (and/or such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Tax Matters Partner) by reason of anything which such Member (and/or such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Tax Matters Partner) may do or refrain from doing hereafter for and on Builder’s premises. (b) Builder shall behalf of the Company and in furtherance of its interest; except in the case of willful misconduct or gross negligence in performing or failing to perform its duties hereunder. To the maximum extent permitted by law, each Member, Managing Member or Tax Matters Partner does hereby indemnify, defend and save harmless Owneragree to hold the Company and each other Member, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner Managing Member or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder Tax Matters Partner wholly harmless from and against liabilities any loss, expense or damage (including, without limitation, reasonable attorneys’ fees and costs) suffered by the Company or such other Member, Managing Member or Tax Matters Partner as a result of any nature whatsoever (including costs and attorneys fees) such indemnifying person’s willful misconduct or gross negligence in performing or failing to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contractperform such indemnifying person’s duties hereunder.

Liability and Indemnity. (a) Except as otherwise set forth in The Company agrees to indemnify, hold harmless and defend Yissum, its trustees, officers, employees, and agents from and against any and all claims, suits, losses, damages, costs, fees, expenses (including reasonable attorney's fees), and other liabilities asserted by third parties, both government and non- government, resulting from or arising out of the Study carried out pursuant to this Contract Agreement; provided, however, that the Company shall not be liable for (a) the negligence, intentional wrongdoing, or failure of the Researcher to follow the Research Program, Yissum, its trustees, officers, employees and agents and (b) any and all claims for damages to Yissum property or for bodily injury, death or property damage to employees of Yissum or to any third party acting on behalf of or under the authorization of Yissum arising out of the performance of this Agreement, except for risks the negligent or intentional acts solely of the Company with respect to both (a) and liabilities arising in connection with (b) above. Without limiting the acts foregoing, except for the negligence or omissions willful misconduct of OwnerYissum, Owner’s other contractors (except Builder the Company agrees to indemnify and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume defend Yissum from all risks and liabilities, during the construction demands, damages, expenses and losses (including reasonable attorney fees and expenses of litigation) arising out of the Units and until completion and delivery use by the Company, or any party acting on behalf of each Unit to Owner for all loss or damage occurring to each Unit and its componentsunder authorization from the Company, includingof the Research Results or out of any use, without limitationsale or other disposition by the Company, Owner Furnished Equipment while such equipment is or by any party acting on Builder’s premisesbehalf of or under authorization from the Company, of products made or developed incorporating the Research Results or made by a process incorporating the Research Results. (b) Builder shall Yissum agrees to indemnify, hold harmless and defend and save harmless Ownerthe Company, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, and agents or representatives (“Owner Group”) from and against any and all liabilitiesclaims, suits, losses, damages, lienscosts, causes of action, suits, claims, judgmentsfees, expenses and costs (including attorney fees and court costsreasonable attorney's fees), and other liabilities asserted by third parties, both government and non- government, resulting from or arising out of every naturethe Research carried out pursuant to this Agreement as a result of the negligence, kind and description that Builderintentional wrongdoing of Yissum, its affiliatestrustees, subcontractors and their respective officers, employees, employees and agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of and any and all claims for bodily injury, illness, death or death, property damage to employees of Yissum or to any loss third party acting on behalf of or damage to property sustained or purported to have been sustained by any member under the authorization of Yissum arising out of the Builder Group regardless performance of this Agreement, provided, however, that Yissum shall not be liable for the negligent or intentional acts solely of the causeCompany. Yissum, including the negligence (jointits trustees, sole or concurrentofficers, active or passive)employees and agents shall incur no liability under this Section 10(b) with respect to any claims, fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilitiessuits, losses, damages, lienscosts, causes of action, suits, claims, judgmentsfees, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passivereasonable attorney's fees), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive liabilities asserted by third parties, both government and non-government, as a result of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contractproduct liability and/or patent infringement.

Liability and Indemnity. General Indemnity 3.4.1 The Lessee shall indemnify and keep indemnified and otherwise hold harmless, the NRANVP, its agents and employees, from and against all claims, demands made against and/or loss caused and/or damages suffered and/or cost, charges/expenses incurred to and/or penalty levied and/or any claim due to damage to property or loss of life of any person (aincluding labour employed for the execution of the Project) Except including injury to or death of any person and/or loss or damage caused or suffered by the NRANVP or to property owned or belonging to the NRANVP, its agents and employees or third party as otherwise set forth a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the part of the Lessee to perform any of its obligations under this Agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or its employees or any third party or Government Authority or as a result of any failure or negligence or default of the Lessee or its Contractor(s), sub-contractor(s) or employees, servants, agents of such Contractor(s), sub- contractor(s) and/or invitees as the case may be, in connection with or arising out of this Contract and except for risks and liabilities Agreement and/or arising out of or, in connection with the acts or omissions Lessee's use and occupation of OwnerNRANVP's Project Land and/or construction, Owner’s other contractors (except Builder Operation and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction Maintenance of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises.Project (b) Builder 3.4.2 The Lessee shall indemnify, defend and save hold the Authority harmless Owner, its affiliates, and their officers, directors, employees and representatives from against any and all third party liensproceedings, expenses, actions and Third Party claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed arising out of a breach by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder Lessee and its subcontractorsContractors, vendorssub-contractors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member Users of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract Project etc. of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) obligations under this Agreement except to the extent arising out of or in connection with that any such claim has arisen due to breach by the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance Authority of any Unit from and after the time of delivery of the Unit or Owner in conformance with its obligations under this ContractAgreement.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder a. The Lessee shall indemnify, defend and save harmless Ownerdefend, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, Lessor and all of its affiliates and their respective officers, employees, agents or boards, commissions, and representatives (“Owner GroupLessor Indemnified Parties”) from and against all liabilities, losses, damages, liensclaims, causes of action, suits, claimscosts, judgmentsdamages, expenses and costs liability of any kind (including attorney fees and court costs)“Losses”) from or to third parties which arise out of the performance of Xxxxxx’s obligations hereunder, provided that such Losses are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of every nature, kind and description that Buildertangible property but only to the extent caused by the grossly negligent or intentional acts or omissions of the Lessee, its affiliatesemployees, subcontractors agents, subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts Lessee is legally liable. This indemnity obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of the Lessor, but the Lessee’s obligation to pay Losses shall be reduced in proportion to the percentage by which the Lessor’s negligent or intentional acts, errors or omissions caused the Losses. b. To the extent permitted by law, Lessor shall indemnify and their respective hold harmless Lessee and all of its officers, employees, agents or boards, commissions, and representatives (“Builder GroupLessee Indemnified Parties”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against any and all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, Losses from or pay by reason of bodily injury, illness, to third parties for injury or death, or any loss of death to persons or damage or loss to or of property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of the negligent or in connection with the intentional acts or omissions of Ownerthe Lessor, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendorsemployees, agents, subcontractors or representatives. This indemnity obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of Lessee, but the Lessor’s obligation to pay Losses shall be reduced in proportion to the percentage by which the Lessee’s negligent or intentional acts, errors or omissions caused the Losses. Notwithstanding the foregoing, the extent of the Lessor’s indemnification shall not exceed the Lessor’s liability for the negligent acts or omissions of its employees as governed by Massachusetts General Laws Chapter 258. c. Neither Lessor nor its officers, employees, boards, committees, commissions, agents and representatives and representatives) shall be under any personal obligation or incur any personal liability by reason of this Agreement, the execution thereof or anything relating to possession, ownership, operation and maintenance thereto which arises out of the breach or violation of any Unit from and after provision of this Agreement. d. The provisions of this section shall survive the time expiration or earlier termination of delivery of the Unit or Owner in conformance with this ContractLease.

Liability and Indemnity. (a) Except as otherwise set forth a. During the term of this Agreement or while the Vessel remains in this Contract and except for risks and liabilities arising the Dry-Storage Facility or in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction possession of the Units and until completion and delivery Company or its assignee, all risk of each Unit to Owner for all loss of or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. the Vessel shall be upon Vessel Owner. Subject to subsection (b) Builder shall indemnifybelow, defend and save harmless in addition to all other liability limitation and indemnity provisions herein contained, Vessel Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against as a material part of the Vessels in any manner related to the Work consideration to be performed by Builder rendered Company under this Contract. Owner shall indemnifyAgreement, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and hereby waives all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liensclaims, causes of action, suitsliabilities, claimslosses, judgmentsand damages, expenses whether direct or consequential (collectively “Claims”) against Company, County of Orange and costs their officers, agents, affiliates, subsidiaries, managers, directors, (including attorney fees Manager) and court costs)employees (collectively “Indemnified Parties”) for (i) Claims arising from interruption of or interference with service, of every nature(ii) all Claims for damage to the Vessel, kind her gear and description that Builderher equipment, its affiliatesvehicles, subcontractors or any goods, wares, or equipment in, upon, or about the Vessel or the Dry-Storage Facility or the Harbor, and their respective officers(iii) Claims for injuries or death to persons including, but not limited to, Vessel Owner, his/her family, agents, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incurinvitees, or pay by reason of bodily injuryothers occurring on, illness, in or death, or any loss of or damage to property sustained or purported to have been sustained by any member of about the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable lawVessel, the Dry- Storage Facility or the Harbor including landside areas within the Harbor, from any cause whatsoever arising at any time including, but not limited to, theft, fire, acts of God, riots, strikes, collision, water levels, insufficiencies involving the electrical and other utility systems, chaffing, sinking, dock maintenance or faulty repair occasioned by ordinary negligence or other causes. Xxxxxx Owner shall be responsible for and shall saveagrees to hold harmless, indemnify, protect, protect and defend and hold harmless the Builder Group Indemnified Parties from and against all liabilitiessuch Claims for loss, lossesdamage, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, injury or death, or any loss of or damage to property sustained or purported to have been sustained by any member . b. The liability of the Owner Group regardless Indemnified Parties may be established only by way of the cause, including the an affirmative showing of gross negligence (joint, sole or concurrent, active or passive), fault, strict willful misconduct. Their liability, tort or breach if so established by way of contract of such showing, shall be strictly limited to direct costs, and in no event shall Indemnified Parties be liable for any member of the Builder Group or unseaworthiness of its respective vessel(s)consequential damages whatsoever. (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except as otherwise set forth A. WPS shall use reasonable care and diligence in the performance of its duties under this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliatesAGREEMENT, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related agrees to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend indemnify and hold harmless the OwnerSTATE, its affiliates the BOARD, the DEPARTMENT, and their respective officersSTATE officers and EMPLOYEES against any and all claims, employeeslawsuits, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claimssettlements, judgments, expenses costs, penalties and costs (including attorney fees and court costs)expenses, including, but not limited to, attorneys' fees, resulting from or arising out of every natureany negligent, kind and description that Builderdishonest, fraudulent, or criminal act or omission of WPS or any of its affiliatesdirectors, subcontractors and their respective officers, or employees, agents whether acting alone or representatives (“Builder Group”) may hereinafter sufferin collusion with others. WPS’ obligations under this provision, incurincluding, but not limited to, the B. Nothing in this AGREEMENT shall be construed as a waiver of sovereign immunity by the STATE or its agencies, specifically including, but not limited to, the BOARD and the DEPARTMENT. C. If it is determined that any payment has been made under this AGREEMENT to an ineligible person, or pay if it is determined that more or less than the correct amount has been paid by reason of bodily injuryWPS, illnessWPS shall make a diligent attempt to recover the payment, or death, shall adjust the underpayment. WPS shall not be required to initiate court proceedings to obtain any such recovery. If any overpayments made to ineligible persons were the result of fraud or criminal acts or omissions on the part of WPS or any loss of its directors, officers, and employees, WPS shall reimburse the DEPARTMENT for the amount of such excess payments. Overpayments resulting from negligence of WPS or damage any of its directors, officers and employees and which are caused by a systemic problem due to property sustained WPS’ design and/or operation of its claims processing system, including maintenance or purported pricing arrangements, which are determined by WPS to have been sustained be uncollectible, despite diligent efforts by WPS to recover the overpayments, shall be recoverable from WPS by the DEPARTMENT provided that the determination of the amount due shall be based on actual verified overpayments. D. Notwithstanding any other terms, conditions, and provisions of this AGREEMENT, WPS shall pay CHARGES as determined by WPS. Disputes as to CHARGES will be referred, on a timely basis, to WPS who shall actively attempt to settle the dispute with the provider in a reasonable time frame. 1. Identify, recommend, and hire appropriate outside legal counsel approved by the PARTICIPANT. 2. Identify, locate, assemble, and forward copies of relevant HEALTH BENEFIT PLAN records and documents to such outside legal counsel. 3. Coordinate with such outside legal counsel the acquisition and gathering of relevant HEALTH BENEFIT PLAN records and documents during the litigation discovery process, including, but not limited to, scheduling depositions of WPS’ staff and other witnesses. 4. Review monthly billing statements/invoices provided by such outside legal counsel for its legal expert costs and disbursements and forward those statements/invoices to the DEPARTMENT for its payment. 5. Provide the DEPARTMENT with monthly reports giving each lawsuit’s status in a mutually-agreeable format. E. WPS shall defend its CHARGE determinations made under the HEALTH BENEFIT PLAN in administrative cases appealed by PARTICIPANTS (or by any member other party having such right of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys feesappeal) to the extent arising out of BOARD, with WPS being represented in those appeals either by WPS’ corporate legal counsel or in connection with by outside legal counsel hired at WPS’ own expense. In these appeals such counsel shall not represent the acts PARTICIPANT, the STATE, the BOARD, or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this ContractDEPARTMENT.

Liability and Indemnity. (a) Except as otherwise set forth a. During the term of this Agreement or while the Vessel remains in this Contract and except for risks and liabilities arising the Marina or in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction possession of the Units and until completion and delivery Company or its assignee, all risk of each Unit to Owner for all loss of or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. the Vessel shall be upon Vessel Owner. Subject to subsection (b) Builder shall indemnifybelow, defend and save harmless in addition to all other liability limitation and indemnity provisions herein contained, Vessel Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against as a material part of the Vessels in any manner related to the Work consideration to be performed by Builder rendered Company under this Contract. Owner shall indemnifyAgreement, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and hereby waives all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liensclaims, causes of action, suitsliabilities, claimslosses, judgmentsand damages, expenses whether direct or consequential (collectively “Claims”) against Company, County of Orange and costs their officers, agents, affiliates, subsidiaries, managers, directors, (including attorney fees Manager) and court costs)employees (collectively “Indemnified Parties”) for (i) Claims arising from interruption of or interference with service, of every nature(ii) all Claims for damage to the Vessel, kind her gear and description that Builderher equipment, its affiliatesvehicles, subcontractors or any goods, wares, or equipment in, upon, or about the Vessel or the Marina or the Harbor, and their respective officers(iii) Claims for injuries or death to persons including, but not limited to, Vessel Owner, his/her family, agents, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incurinvitees, or pay by reason of bodily injuryothers occurring on, illness, in or death, or any loss of or damage to property sustained or purported to have been sustained by any member of about the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable lawVessel, the Marina or the Harbor including landside areas within the Harbor, from any cause whatsoever arising at any time including, but not limited to, theft, fire, acts of God, riots, strikes, collision, water levels, insufficiencies involving the electrical and other utility systems, chaffing, sinking, dock maintenance or faulty repair occasioned by ordinary negligence or other causes. Vessel Owner shall be responsible for and shall saveagrees to hold harmless, indemnify, protect, protect and defend and hold harmless the Builder Group Indemnified Parties from and against all liabilitiessuch Claims for loss, lossesdamage, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, injury or death, or any loss of or damage to property sustained or purported to have been sustained by any member . b. The liability of the Owner Group regardless Indemnified Parties may be established only by way of the cause, including the an affirmative showing of gross negligence (joint, sole or concurrent, active or passive), fault, strict willful misconduct. Their liability, tort or breach if so established by way of contract of such showing, shall be strictly limited to direct costs, and in no event shall Indemnified Parties be liable for any member of the Builder Group or unseaworthiness of its respective vessel(s)consequential damages whatsoever. (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. Neither Cantor nor PSIL (nor their respective directors, employees or agents) shall be liable for any loss or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services, save that nothing in these terms shall exclude or restrict liability of PSIL resulting from negligence, fraud or wilful default or contravention of CBOI rules on the part of Cantor and or PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify Xxxxxx and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than Xxxxxx’x and PSIL’s corporation tax) which are caused by: (i) the provision by Xxxxxx and/or PSIL of their services to you; (ii) any material breach by you of any of these terms; (iii) any default or failure by you in performing your obligations to make delivery or payment when due; or (iv) any defect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. PSIL shall not be entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or wilful default or any contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been contract, in tort (including negligence) or otherwise arising: a) Except by reason of Xxxxxx relying on any instruction reasonably believed by us to be authorised by you or on your behalf and we shall be under no duty to make an investigation or inquiry as otherwise set forth to any statement contained in this Contract any such instruction or document and except we may accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or b) as a result of any act or omission, or of the insolvency, of any eligible custodian or credit institution that may hold your assets as provided for risks in paragraphs 6 and liabilities arising 7 (above); or c) by reason of or in connection with any act or omission by you or any agent of yours as provided for in paragraph 1.A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the acts control of Cantor or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its componentsPSIL, including, without limitation, Owner Furnished Equipment while any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such equipment circumstances, any of Cantors or PSIL’s obligations shall be suspended pending resolution of the event or state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of indemnity or claim of any Indemnified Person whether pursuant to these terms or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise. In the event that you have a Contracts for Difference (CFD) exposure and you are on a margin call with the CFD provider and the position is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever not closed out or settled by the CFD provider (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related due to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representativesinsufficient funds), subcontractors, vendors, agents employees then Xxxxxx will have no liability for any losses incurred by you due to such non settlement or representativesnon closure. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. 11.1 Notwithstanding anything else to the contrary in the Services Agreement, Supplier agrees that: (a) Except as otherwise set forth in this Contract and except it shall be liable for risks and liabilities any unauthorized use, exposure or loss of data (including Conversant Personal Data) arising under or in connection with the acts Services Agreement and the DPA to the extent such loss results from any failure of Supplier (or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees Subprocessors) to comply with its obligations under the DPA and/or applicable law or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises.regulation; and (b) Builder any exclusion of damages or limitation of liability that may apply to limit Supplier’s liability in the Services Agreement shall indemnifynot apply to Supplier’s liability arising under or in connection with the DPA, defend howsoever caused, regardless of how such amounts or sanctions awarded are characterized and save harmless Ownerregardless of the theory of liability, its affiliates, and their officers, directors, employees and representatives which liability shall be expressly excluded from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner agreed exclusion of damages or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations limitation of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representativesliability. (c) 11.2 To the fullest extent permitted by applicable law, the Builder Supplier shall be responsible for and shall save, indemnify, protectdefend, defend and hold harmless the OwnerConversant, including its affiliates Affiliates, and their respective each of its affiliates, partners, principals, officers, directors, employees, subcontractors and agents harmless against any claims, suits, or representatives (“Owner Group”) from proceedings and against all any resulting liabilities, fines, losses, damages, liens, causes of action, suits, claims, judgments, costs and expenses and costs (including attorney fees and court costs), reasonable attorney's fees) that Conversant may suffer or incur as a result of every nature, kind and description that Builder, any act or omission on the part of Supplier or its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incursubcontractors, or pay by reason anyone acting on their behalf, that leads to Conversant being liable for breach of bodily injuryData Protection Legislation or a third-party contract. 11.3 In the event there is any act, illness, error or death, omission on the part of Supplier and/or its Subprocessors which leads to Conversant being liable for breach of Data Protection Legislation or any loss of or damage to property sustained or purported to have been sustained by third-party contract, then Supplier shall indemnify Conversant for any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilitiesdamages, losses, damagesliabilities, lienscosts, causes of action, suits, claims, judgments, harm or expenses and costs (including attorney fees reasonable legal fees) suffered by Conversant as a result. 11.4 The Parties acknowledge and court costs) of every nature, kind and description agree that any member of Owner Group may hereinafter suffer, incur, or pay breach by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member Supplier of the Owner Group regardless DPA shall constitute a material breach of the causeServices Agreement, including in which event and without prejudice to any other right or remedy available to it, Conversant may elect to immediately terminate the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of Services Agreement in accordance with the Builder Group or unseaworthiness of its respective vessel(s)termination provisions in the Services Agreement. (e) Except 11.5 Nothing in the DPA is intended to limit any Data Subject rights, as provided in Article IXthird-party beneficiaries, Owner shall indemnify, defend and save Builder harmless from and under the Standard Contractual Clauses against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent Party arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery such Party's breach of the Unit or Owner in conformance with this ContractStandard Contractual Clauses, where applicable.

Liability and Indemnity. (ai) Except as otherwise set forth in this Contract and except Neither the Company nor the Manager shall be under any liability for risks and liabilities any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control. (ii) The Manager shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with a detention of or delay to the acts Vessels) and howsoever arising in the course of performance of the Services, unless and to the extent that such loss, damage, delay or omissions expense is proven (through a judgement of Ownera court of competent jurisdiction) to have resulted solely from fraud, Ownergross negligence or wilful misconduct of the Manager or its employees, in which case (save where such loss, damage, delay or expense has resulted from the Manager’s other contractors personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of two (except Builder 2) times the quarterly Flat Management Fee. (iii) Notwithstanding anything to the contrary in this Agreement, the Manager shall not be responsible for any of the actions of the crew of the Vessels, even if such actions are negligent, grossly negligent, reckless or wilful. (iv) The Company shall keep the Manager and its subcontractors), subcontractors, vendorsemployees, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever sub-contractors (including costs any Sub-managers) and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend consultants indemnified and hold them harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilitiesactions, losses, damages, liens, causes of action, suitsproceedings, claims, judgmentsdemands or liabilities whatsoever or howsoever arising, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents which may be brought against them or representatives (“Builder Group”) may hereinafter suffer, incur, incurred or pay suffered by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent them arising out of or in connection with the acts performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis), which the Manager may suffer or omissions incur (either directly or indirectly) in the course of Ownerthe performance of this Agreement, including, without limitation, against all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction (the “Environmental Laws”), or otherwise relating to pollution of the environment, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to (A) the fraud, gross negligence or wilful misconduct of the Manager, its agentsemployees, representatives agents or sub-contractors, or (B) any breach of this Agreement by the Manager. (v) Without prejudice to the general indemnity set out in this Section, the Company hereby undertakes to indemnify the Manager, its employees, agents and other sub-contractors against all taxes (exclusive of Builder including but not limited to tonnage taxes), imposts and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of duties levied by any Unit from and after the time of delivery government as a result of the Unit operations of the Company or Owner the Vessels, whether or not such taxes, imposts and duties are levied on CTRM, the Shipowning Subsidiaries or the Manager. The Company shall pay all applicable taxes, levies, dues or fines imposed on the Company, the Vessels or the Manager as a result of the existence and operations of the Company and Vessels. For the avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts paid to the Manager as consideration for the performance of the Services for the Company. (vi) It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager and the employees of such sub-contractor) shall in conformance any circumstances whatsoever be under any liability whatsoever to the Company for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this ContractSection, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid. (vii) The Company acknowledges that the Manager is unable to confirm that the Vessels, their systems, equipment and machinery are free from defects and agrees that the Manager shall not under any circumstances be liable for any losses, costs, claims, liabilities and expenses, which the Company may suffer or incur resulting from pre-existing or latent deficiencies in the Vessels, their systems, equipment and machinery. (viii) The provisions of this Section 8 shall remain in force notwithstanding termination of this Agreement.

Liability and Indemnity. (a) Except as otherwise set forth a. During the term of this Agreement or while the Vessel remains in this Contract and except for risks and liabilities arising the Marina or in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction possession of the Units and until completion and delivery Company or its assignee, all risk of each Unit to Owner for all loss of or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. the Vessel shall be upon Vessel Owner. Subject to subsection (b) Builder shall indemnifybelow, defend and save harmless in addition to all other liability limitation and indemnity provisions herein contained, Vessel Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against as a material part of the Vessels in any manner related to the Work consideration to be performed by Builder rendered Company under this Contract. Owner shall indemnifyAgreement, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and hereby waives all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liensclaims, causes of action, suitsliabilities, claimslosses, judgmentsand damages, expenses whether direct or consequential (collectively “Claims”) against Company, County of Orange and costs their officers, agents, affiliates, subsidiaries, managers, directors, (including attorney fees Manager) and court costs)employees (collectively “Indemnified Parties”) for (i) Claims arising from interruption of or interference with service, of every nature(ii) all Claims for damage to the Vessel, kind her gear and description that Builderher equipment, its affiliatesvehicles, subcontractors or any goods, wares, or equipment in, upon, or about the Vessel or the Marina or the Harbor, and their respective officers(iii) Claims for injuries or death to persons including, but not limited to, Vessel Owner, his/her family, agents, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incurinvitees, or pay by reason of bodily injuryothers occurring on, illness, in or death, or any loss of or damage to property sustained or purported to have been sustained by any member of about the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable lawVessel, the Marina or the Harbor including landside areas within the Harbor, from any cause whatsoever arising at any time including, but not limited to, theft, fire, acts of God, riots, strikes, collision, water levels, insufficiencies involving the electrical and other utility systems, chaffing, sinking, dock maintenance or faulty repair occasioned by ordinary negligence or other causes. Xxxxxx Owner shall be responsible for and shall saveagrees to hold harmless, indemnify, protect, protect and defend and hold harmless the Builder Group Indemnified Parties from and against all liabilitiessuch Claims for loss, lossesdamage, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, injury or death, or any loss of or damage to property sustained or purported to have been sustained by any member . b. The liability of the Owner Group regardless Indemnified Parties may be established only by way of the cause, including the an affirmative showing of gross negligence (joint, sole or concurrent, active or passive), fault, strict willful misconduct. Their liability, tort or breach if so established by way of contract of such showing, shall be strictly limited to direct costs, and in no event shall Indemnified Parties be liable for any member of the Builder Group or unseaworthiness of its respective vessel(s)consequential damages whatsoever. (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except as otherwise set forth Buyer shall indemnify, defend and hold harmless BHP Petroleum and Subcontractor, and their respective Affiliates, shareholders, officers, directors, employees, subsidiaries, successors and assigns (collectively, the "Indemnified Parties") from and against, and pay or reimburse the Indemnified Parties for, any and all losses, damages, claims, costs and expenses, interest, awards, judgments, fines and penalties (including reasonable legal costs and expenses) incurred, sustained or suffered by the Indemnified Parties arising out of or resulting from all (i) loss and damage caused by any vessel, its owners, charters or operations while it is at the loading or discharging ports, in this Contract transport or otherwise, and except for risks and liabilities arising in connection with the acts regardless of whether such vessel is under pilotage or omissions of Ownernot, Owner’s other contractors including (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all A) loss or damage occurring to each Unit and any property of the Indemnified Parties or any other person having an interest in the storage or other facilities from which the Crude Oil is loaded into or discharged from the vessel or (B) death, injury or illness to any person, or (ii) Buyer's failure to observe or perform any of its componentsobligations under this Agreement. Notwithstanding the foregoing but subject to Section 7.4(b), includingBuyer shall not have any indemnification obligations under this Section 7.4(a) for any indirect, without limitationconsequential, Owner Furnished Equipment while such equipment is on Builder’s premisesspecial or incidental damages of any kind whether based in contract, tort (including simple or gross negligence or strict liability), warranty or otherwise. (b) Builder shall Without limiting the generality of Section 7.4(a), Buyer hereby releases and agrees to indemnify, defend and save harmless Owner, its affiliateshold the Indemnified Parties from and against, and their officerspay or reimburse the Indemnified Parties for, directors, employees and representatives from any and all third party lienslosses, damages, claims, costs and expenses, interest, awards, judgments, fines and penalties (including reasonable legal costs and expenses) incurred, sustained or suffered by the Indemnified Parties arising out of or attributable to the release, threatened release, discharge, disposal or presence of Crude Oil or other hazardous materials related to this Agreement when in the custody of Buyer, including (i) all foreseeable and unforeseeable consequential damages, (ii) the costs of any required or necessary repair, cleanup or detoxification of an area of Crude Oil or hazardous material and the preparation and implementation of any closure, remedial or otherwise required plans, (iii) the costs of investigation and handling of any environmental claim by the Indemnified Parties, whether or not any suit or other formal legal proceeding shall have been commenced with respect to the environmental claims and demands whatsoever (including iv) the costs and attorneys’ fees) against Owner or against of the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s Indemnified Parties' enforcement of Buyer's obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representativesSection 7.4(b), subcontractorswhether or not suit is brought. Notwithstanding that certain legal authorities may have questioned the concept of one party agreeing to release and/or indemnify another party for its sole or concurrent simple or gross negligence, vendorsBuyer and the Indemnified Parties fully understand and recognize that the nature of this Agreement and the parties hereto make it appropriate and equitable for Buyer's release and indemnity pursuant to this Section 7.4(b) to apply regardless of who may be at fault or otherwise responsible under any statute, agents employees rule or representatives. (c) To the fullest extent permitted by applicable theory of law, and even if the Builder shall be responsible for subject loss or claim is wholly or partially attributable to the active, passive, concurrent or sole negligence of the Indemnified Parties and shall saveregardless if the negligence is simple or gross. Without limiting the generality of the foregoing release and indemnity, Buyer's duty to release, protect, defend, indemnify, protect, defend make whole and hold harmless the Owner, its affiliates and their respective officers, employees, agents Indemnified Parties under this Section 7.4(b) shall include any loss or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs claim (including attorney fees and court costs), any loss or claim provided under Section 128D of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents Hawaii Revised Statutes or representatives (“Builder Group”the Oil Pollution Act of 1990 as such statutes may be amended or revised from time to time) may hereinafter suffer, incurconcerning environmental damage to, or pay by reason of bodily injuryloss of, illnessnatural resources, wildlife, or deathpublic and private property or its use asserted, imposed or any loss of or damage to property sustained or purported to have been sustained assessed by any member of party (private, governmental or otherwise) against the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s)Indemnified Parties. (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. 10.1 The LOC will indemnify and hold harmless the NSF and its directors, officers, committee members, volunteers, consultants, agents and employees (“NSF Indemnified Parties”) from and against any and all loss of, or damage to, property, or injuries to, or death of, any person or persons and will defend, indemnify and hold harmless the NSF Indemnified Parties, or any of them, from any and all claims, damages, suits, costs, expenses, liabilities, fines, obligations, a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with Any negligent act or omission or wilful misconduct of the acts LOC or omissions of Ownerits directors, Owner’s other contractors (except Builder and its subcontractors)officers, servants, subcontractors, vendors, agents, employees or representativeany other persons for whom in law the LOC is responsible who are acting under the LOC’s direction or supervision; or b) Any breach of any term, Builder obligation, requirement, covenant or condition of this Agreement on the part of the LOC. 10.2 The NSF will assume indemnify and hold harmless the LOC and its directors, officers, committee members, volunteers, consultants, agents and employees (“LOC Indemnified Parties”) from and against any and all risks loss of, or damage to, property, or injuries to, or death of, any person or persons and will defend, indemnify and hold harmless the NSF Indemnified Parties, or any of them, from any and all claims, damages, suits, costs, expenses, liabilities, during the construction fines, obligations, penalties, demands, actions or proceedings of the Units and until completion and delivery of each Unit to Owner for all loss any nature or damage occurring to each Unit and its components, kind whatsoever (including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises.legal fees and disbursements) of or by anyone whosoever, to the extent resulting from, or arising out of, directly or indirectly: (ba) Builder shall indemnifyAny negligent act or omission or wilful misconduct of the NSF or its directors, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives)servants, subcontractors, vendors, agents employees or representativesany other persons for whom in law the NSF is responsible who are acting under the NSF’s direction or supervision; or b) Any breach of any term, obligation, requirement, covenant or condition of this Agreement on the part of the NSF. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for 10.3 The provision of clauses 10.1 and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes 10.2 will continue in force indefinitely after termination of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s)this Agreement. (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except 10.1 The University makes no warranty, express or implied, concerning the Research Results or any Inventions under this Agreement, which are all provided “as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owneris”. THE UNIVERSITY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, Owner’s other contractors (except Builder and its subcontractors)EITHER EXPRESS OR IMPLIED, subcontractorsINCLUDING, vendorsWITHOUT LIMITATION, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premisesTHE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH RESULTS OR ANY INVENTIONS. (b) Builder shall indemnify10.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED REVENUE OR ANY EXEMPLARY, PUNITIVE, SPECIAL OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.3 TransLink agrees to hold harmless, indemnify and defend and save harmless Ownerthe University, its affiliatessuccessors, and their assigns, officers, directors, employees and representatives students, from all liabilities, demands, damages, claims, expenses and losses arising out of breach of the Agreement by TransLink or the use by TransLink or by any party acting on behalf of or under authorization from TransLink of the Research Results or an Invention or out of any use, sale or other disposition by TransLink, or by any party acting on behalf of or under authorization from TransLink, of products made by use of the Research Results or an Invention, except to the extent such liabilities, demands, damages, claims, expenses or losses are caused by or attributable to the negligence or willful misconduct of the University. 10.4 The University agrees to hold harmless, indemnify and defend TransLink and its successors, affiliates, assigns, officers, directors and employees from all third party liensliabilities, expensesdemands, damages, claims expenses and demands whatsoever (including costs and attorneys’ fees) against Owner losses arising out of any breach of this Agreement or against willful misconduct or negligent acts or omissions of the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless BuilderUniversity, its affiliates, and their officers, directors, employees and representatives from any and all third party liensstudents during the performance of this Agreement, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against except to the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all such liabilities, lossesdemands, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, losses are caused by or pay by reason of bodily injury, illness, or death, or any loss of or damage attributable to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach willful misconduct of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s)TransLink. (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract General Indemnity Seller will indemnify, defend, save and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder hold harmless CEB and its subcontractors)officers, subcontractors, vendorsservants, agents, employees or representativeGovernment Instrumentalities and Government owned and/or controlled entities/enterprises, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b“CEB Indemnified Persons”) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from against any and all suits, proceedings, actions, demands and claims from third party liensparties for any loss, expensesdamage, claims cost and demands whatsoever (including costs expense of whatever kind and attorneys’ fees) against Owner nature, whether arising out of any breach by Seller of any of its obligations under this Agreement or against the Vessels in any manner related agreement or from any negligence of Seller under contract or tort or on any other ground whatsoever, except to the Work extent that any such suits, proceedings, actions, demands and claims have arisen due to be performed by Builder under any negligent act or omission, or breach or default of this ContractAgreement on the part of CEB Indemnified Persons. Owner shall CEB will indemnify, defend defend, save and save hold harmless Builder, its affiliates, and their officers, directors, employees and representatives from Seller against any and all suits, proceedings, actions, demands and claims from third party liensparties for any loss, expensesdamage, claims cost and demands whatsoever (including costs expense of whatever kind and attorneys’ fees) against Builder or against the Vessels in nature arising out of breach by CEB of any manner related to Owner’s of its obligations under this Contract Agreement or any related agreement, which materially and adversely affect the obligations performance by Seller of its Builders (obligations under this Agreement, save and except Builder and its subcontractorsthat where any such claim, vendorssuit, agentsproceeding, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suitsand/or demand has arisen due to a negligent act or omission, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To obligations under any provision of this Agreement or any related agreement and/or breach of its statutory duty on the fullest extent permitted by applicable lawpart of Seller, its subsidiaries, affiliates, contractors, servants or agents, the Owner same shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes liability of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s)Seller. (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) 9.1 Except as provided in Article IX9.5, Owner neither STASCO, nor any of its Affiliates, nor any person appointed by or acting on behalf of STASCO, shall indemnify, defend and save Builder harmless from and against liabilities of have any nature liability to KKM whatsoever (including whether or not arising from the negligence of STASCO, any of its Affiliates or any person appointed by or acting on behalf of STASCO) for any loss, liability, damages, costs and attorneys fees) to the extent or expenses whatsoever suffered or incurred by KKM arising out of or in connection connected with the acts performance, non-performance or omissions mis-performance of OwnerSTASCO's obligations and duties hereunder except in respect of any loss, liability, damages, costs or expenses suffered or incurred by KKM as a direct result of STASCO's Gross Negligence or Wilful Misconduct. 9.2 In no case whatsoever shall STASCO be responsible for any indirect, special or consequential losses or damages, including in respect of loss of production, loss of profit, business interruption, field shut in or damage to the Field. 9.3 KKM shall indemnify and hold STASCO, any of its agentsAffiliates, representatives their respective directors, officers and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives any person appointed by or acting on behalf of STASCO harmless against all actions, proceedings, claims, demands, losses, fines, damages, settlements, expenses and representativesliabilities whatsoever (including those arising out of or connected with the negligence of STASCO, any of its Affiliates, their respective directors, officers and employees and any person appointed by or acting on behalf of STASCO) relating to possessionsuffered or incurred by STASCO, ownershipany of their Affiliates, operation their respective directors, officers and maintenance employees and any person appointed by or acting on behalf of STASCO arising out of or connected with the performance, non-performance or mis-performance of STASCO's obligations and duties hereunder except (i) in respect of any Unit such actions, proceeding, claims, demands, losses, fines, damages, settlements, expenses and liabilities that directly result from STASCO's Gross Negligence or Wilful Misconduct; and after (ii) as provided in Article 9.5. 9.4 For the time purpose of delivery obtaining the benefit of this Article 9, STASCO contracts as agents of or trustees for any of its Affiliates, their respective directors, officers and employees and any person appointed by or acting on behalf of STASCO. 9.5 STASCO represents, warrants and covenants that it has all necessary right, title and authority to provide the Services to KKM, and to deliver to KKM any information, data and analyses provided or to be provided as a part of the Unit Services. STASCO shall indemnify and hold harmless KKM, any of its Affiliates, their respective directors, officers and employees and any person appointed by or Owner acting on behalf of KKM against any liability arising out of or connected with any breach of the representation, warranty and covenant set out in conformance with the first sentence of this Contract.Article 9.5

Liability and Indemnity. ‌ 10.1 Contractor shall be liable to FNCIAS, its employees, contractors, agents, representatives, directors, officers and Affiliates (in the remainder of this Article called “FNCIAS Indemnified Parties”) for all losses, damages, costs and legal and other expenses of whatever nature which the FNCIAS Indemnified Parties may suffer, sustain, pay or incur and indemnify and hold harmless the FNCIAS Indemnified Parties against all actions, proceedings, claims, demands, losses, costs, damages, penalties and interest, legal and other expenses whatsoever (“Losses and Liabilities”) which may be brought by third parties against or suffered by FNCIAS or which they may suffer, sustain, pay or incur, by reason of any matter or thing arising out of or in any way attributable to: (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of OwnerContractor or any of its Personnel in connection with, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees related to or representative, Builder will assume all risks and liabilities, during the construction arising out of the Units performance, purported performance, or non-performance of this Agreement and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises.Services hereunder; (b) Builder shall indemnifyresulting from infringement of any patent, defend and save harmless Ownercopyright, its affiliatestrademark, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner trade secret or against the Vessels in any manner other intellectual property right related to or arising out of the Work to be performed by Builder under performance of this Contract. Owner shall indemnify, defend Agreement and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives.Services hereunder; (c) To the fullest extent permitted by applicable lawany alleged claim, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents lien or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents encumbrance attaching to Services or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage property to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s).which it was delivered; (d) To the fullest extent permitted by applicable law, the Owner shall be responsible arising through failure to pay when due and payable taxes and duties for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s).which Contractor is responsible; (e) Except as loss or damage to the property or Equipment of Contractor or Contractor’s Representatives or Equipment provided by FNCIAS and used by Contractor in Article IXthe performance of the Services; or (f) arising from pollution or contamination originating from the surface and associated with the Services, Owner shall indemnifyexcept, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) in each instance, to the extent caused by the gross negligence of FNCIAS and to the extent any act or omission was done or omitted pursuant to the specific instructions of FNCIAS. 10.2 FNCIAS shall be liable to Contractor, its Personnel and Affiliates (in the remainder of this Article called “Contractor Indemnified Parties”) for all Losses and Liabilities which Contractor Indemnified Parties may suffer, sustain, pay or incur and shall indemnify and hold harmless Contractor Indemnified Parties against all Losses and Liabilities which may be brought against or suffered by Contractor Indemnified Parties or which they may suffer, sustain, pay or incur by reason of any matter or thing arising out of or in connection with any way attributable to the acts gross negligence or omissions wilful misconduct of OwnerFNCIAS or any of its employees, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendorscontractors, agents, employees and representatives and representatives) relating , directors, officers or Affiliates, in connection with, related to possessionor arising out of the performance, ownershippurported performance or non-performance by FNCIAS, operation and maintenance of this Agreement, except to the extent caused by a breach by Contractor of any Unit from and after of its duties under this Agreement. 10.3 Neither Party shall be liable to the time other for indirect, incidental, special, punitive or consequential damages of delivery any nature or for loss of the Unit profit, revenue, business, whether liability for same arises in contract, negligence, statute or Owner in conformance with this Contractotherwise.

Liability and Indemnity. (a) Except as otherwise set forth a. During the term of this Agreement or while the Vessel remains in this Contract and except for risks and liabilities arising the Dry-Storage Facility or in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction possession of the Units and until completion and delivery Company or its assignee, all risk of each Unit to Owner for all loss of or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. the Vessel shall be upon Vessel Owner. Subject to subsection (b) Builder shall indemnifybelow, defend and save harmless in addition to all other liability limitation and indemnity provisions herein contained, Vessel Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against as a material part of the Vessels in any manner related to the Work consideration to be performed by Builder rendered Company under this Contract. Owner shall indemnifyAgreement, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and hereby waives all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liensclaims, causes of action, suitsliabilities, claimslosses, judgmentsand damages, expenses whether direct or consequential (collectively “Claims”) against Company, County of Orange and costs their officers, agents, affiliates, subsidiaries, managers, directors, (including attorney fees Manager) and court costs)employees (collectively “Indemnified Parties”) for (i) Claims arising from interruption of or interference with service, of every nature(ii) all Claims for damage to the Vessel, kind her gear and description that Builderher equipment, its affiliatesvehicles, subcontractors or any goods, wares, or equipment in, upon, or about the Vessel or the Dry-Storage Facility or the Harbor, and their respective officers(iii) Claims for injuries or death to persons including, but not limited to, Vessel Owner, his/her family, agents, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incurinvitees, or pay by reason of bodily injuryothers occurring on, illness, in or death, or any loss of or damage to property sustained or purported to have been sustained by any member of about the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable lawVessel, the Dry- Storage Facility or the Harbor including landside areas within the Harbor, from any cause whatsoever arising at any time including, but not limited to, theft, fire, acts of God, riots, strikes, collision, water levels, insufficiencies involving the electrical and other utility systems, chaffing, sinking, dock maintenance or faulty repair occasioned by ordinary negligence or other causes. Vessel Owner shall be responsible for and shall saveagrees to hold harmless, indemnify, protect, protect and defend and hold harmless the Builder Group Indemnified Parties from and against all liabilitiessuch Claims for loss, lossesdamage, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, injury or death, or any loss of or damage to property sustained or purported to have been sustained by any member . b. The liability of the Owner Group regardless Indemnified Parties may be established only by way of the cause, including the an affirmative showing of gross negligence (joint, sole or concurrent, active or passive), fault, strict willful misconduct. Their liability, tort or breach if so established by way of contract of such showing, shall be strictly limited to direct costs, and in no event shall Indemnified Parties be liable for any member of the Builder Group or unseaworthiness of its respective vessel(s)consequential damages whatsoever. (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. 42.1 The Contractor shall be liable to and shall indemnify the Owner, its officers, directors, employees, consultants and agents for all losses, damages and expenses on account of: (a) Except all physical damage caused by the Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors or property under the care, custody or control of the Owner or Other Contractors; and (b) the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s Site, irrigation canals or facilities, ditches or equipment relating thereto caused by or resulting from the actions howsoever of the Contractor or its Subcontractors. 42.2 Contractor shall defend, indemnify and hold Owner, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, Subcontractors, and their respective officers, agents or employees. 42.3 Owner shall defend, indemnify and hold Contractor, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Owner, Other Contractors and their respective officers, agents or employees. 42.4 Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other in contract or in tort, directly or under any indemnity, for lost profits or for any indirect, special, or consequential damages, arising out of or related to this Contract. 42.5 Notwithstanding any other provision of the Contract, each party’s total liability to the other for damages hereunder (excluding any damages owed to the other party pursuant to any indemnification obligation hereunder, where such damages relate to claims by third parties against the indemnified party) shall be limited to $18,403,721.00. 42.6 Contractor shall release, defend, indemnify and hold harmless Owner, its affiliates and its other contractors from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or relating to Hazardous Material which escapes or emanates directly from Contractor’s or any Subcontractor’s equipment or which is otherwise released as otherwise set forth in a result of the acts or omissions of Contractor or any Subcontractors or their respective officers, agents or employees. Owner shall release, defend, indemnify and hold harmless Contractor from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or relating to Hazardous Material which exists on the Work Site as of the date of this Contract and except for risks and liabilities arising in connection with Contract, or which is released as a result of the acts or omissions of Owner. 42.7 The Owner and Contractor waive all rights against each other and any of their Subcontractors, Owner’s other contractors (except Builder and its subcontractors), sub-subcontractors, vendorsagents and employees, agents, employees or representative, Builder will assume all risks and liabilities, during the construction each of the Units and until completion and delivery of each Unit to Owner other, for all loss damages caused by fire or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, other causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out covered by property insurance obtained pursuant to Sections 43.1(d) or 44.1(a) or other property insurance applicable to the Work. The policies shall provide such waivers of subrogation by endorsement or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contractotherwise.

Liability and Indemnity. (a) Except CIM SBA assumes no responsibilities under this Agreement other than to provide the personnel and resources that it has agreed hereunder to provide to CMCT and PMC Commercial Lending, as otherwise set forth the case may be (in each case at the request of CMCT and PMC Commercial Lending, as the case may be). CMCT and PMC Commercial Lending agree that CIM SBA and its affiliates and their members, stockholders, directors, officers and employees will have no liability to CMCT or PMC Commercial Lending under this Contract and Agreement except for risks and liabilities arising in connection with the by reason of acts or omissions of Ownerconstituting fraud, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees gross negligence or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premiseswillful misconduct. (b) Builder Each of CMCT and PMC Commercial Lending shall severally indemnify, defend reimburse (if necessary) and save harmless Ownerhold CIM SBA, its affiliates, affiliates and their officersmembers, stockholders, directors, officers, employees and representatives agents harmless from and against any and all third party liensclaims, losses, damages, penalties, fines, forfeitures, liabilities, demands, charges, legal fees and expenses, claims judgments and demands whatsoever (including other costs and attorneys’ fees) against Owner expenses of any nature whatsoever in respect of or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives arising from any claim, demand, defense or assertion based on or grounded upon, or resulting from, acts or omissions by CIM SBA pursuant to this Agreement, so long as the conduct against which the claim is made was not the result of fraud, gross negligence or willful misconduct. Without limitation of the foregoing, it is the express intention of the parties hereto that CIM SBA shall be indemnified hereunder and held harmless from and against all third party liensof such claims, losses, damages, penalties, fines, forfeitures, liabilities, demands, charges, legal fees and expenses, claims judgments and demands whatsoever (including other costs and attorneys’ fees) against Builder expenses of any nature whatsoever directly or against indirectly arising out of or resulting from the Vessels in any manner related to Owner’s obligations under this Contract sole or the obligations contributory negligence of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representativesCIM SBA. (c) To the fullest extent permitted by applicable law, the Builder CIM SBA shall be responsible for and shall save, indemnify, protect, defend reimburse (if necessary) and hold harmless the Ownereach of CMCT and PMC Commercial Lending, its their respective affiliates and their respective members stockholders, directors, officers, employees, employees and agents or representatives (“Owner Group”) harmless from and against any and all liabilitiesclaims, losses, damages, lienspenalties, causes of actionfines, suitsforfeitures, claimsliabilities, judgmentsdemands, expenses and costs (including attorney charges, legal fees and court costs)expenses, of every nature, kind judgments and description that Builder, its affiliates, subcontractors other costs and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs that each of CMCT and attorneys fees) to the extent arising out PMC Commercial Lending, their respective affiliates and their respective members stockholders, directors, officers, employees and agents may suffer or incur, or which may be asserted against any of them, in respect of or in connection with the arising from any claim, demand, defense or assertion based on or grounded upon, or resulting from, any acts or omissions of OwnerCIM SBA constituting fraud, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit gross negligence or Owner in conformance with willful misconduct under this ContractAgreement.

Liability and Indemnity. A. Tenant shall defend, indemnify and hold Landlord and Landlord's designated property management firm and their respective agents, employees and affiliated entities (acollectively, the "Indemnified Party" [or "Indemnified Parties"]) Except as otherwise set forth from all losses, claims, suits, actions, damages and liability, including costs and expenses of defending against the foregoing (collectively, the "Claims"), arising or allegedly arising from: (i) any act or omission of Tenant or Tenant's agents, employees, assignees, sublessees, licensees, contractors, subcontractors, customers, invitees or other persons from time to time in the Leased Premises; (ii) Tenant's failure (or the failure of Tenant's agents, employees, contractors, subtenants, assignees, invitees or other occupants of the Leased Premises) to comply fully with all laws and regulations that apply to the Leased Premises) to comply fully with al laws and regulations that apply to the Leased Premises or the use or occupancy of the Leased Premises; (iii) Tenant's breach, violation or nonperformance of any covenant of Tenant under this Lease; and (iv) any injury to or death of any person or damage to or destruction of the property of any person occurring in the Leased Premises. Tenant's obligation stated in this Contract and except for risks and liabilities arising in connection with subparagraph shall include, without limitation, the obligation to defend the Indemnified Parties against all Claims where it is asserted, alleged or determined that the acts or omissions of Owneran Indemnified Party; but Tenant shall pay all other damages. B. Landlord shall defend, Owner’s other contractors (except Builder indemnify and its subcontractors), subcontractors, vendors, hold Tenant and Tenant's agents, employees and affiliated entities (collectively, the "Indemnified Party" [or representative"Indemnified Parties"]) from all losses, Builder will assume all risks claims, suits, actions, damages and liabilitiesliability, during including costs and expenses of defending against the construction foregoing (collectively, the "Claims"), arising or allegedly arising from any injury to or death of any person or damage to or destruction of the Units property of any person occurring in the Building (except for the Leased Premises). Landlord's obligation stated in this subparagraph shall include, without limitation, the obligation to defend the Indemnified Parties against all Claims where it is asserted, alleged or determined that the acts or omissions of an Indemnified Party, whether or not negligent, may have been a cause (whether sole, joint or concurrent) of any of such Claims and until completion to pay the full cost of any settlement reached by Landlord with respect to any such Claims. Landlord's obligations under this subparagraph will not include, however, an obligation to pay that portion of any damages the responsibility for which is attributed by a court of competent jurisdiction, in a final, nonappealable judgment, to the negligent acts or omissions of an Indemnified Party; but Landlord shall pay all other damages. C. Landlord and delivery Tenant each hereby release and waive all claims, rights of each Unit recovery and causes of action that either party (or any party claiming by, through or under such party, directly or by subrogation, or otherwise) may now or hereafter have against the other party (or any of the other party's directors, officers, employees or agents or, with respect to Owner Landlord, Landlord's designated property management firm) for all any loss or damage that may occur to the Project, the Land, the Building, the Parking Garage, the Leased Premises, the leasehold improvements or any of the contents of any of the foregoing occurring to each Unit and its componentsby reason of fire or other casualty or resulting from the acts or omissions of any other tenant or occupant of the Project (or such party's agents, employees, contractors, customers or invitees) or resulting from any other cause (including, without limitation, Owner Furnished Equipment while such equipment the negligence of the waiving party or the negligence of the other party or the negligence of either party's directors, officers, employees or agents or, with respect to Landlord, Landlord's designated property management firm) that could have been insured against under the terms of (1) a standard fire and extended coverage insurance policy, with vandalism and malicious mischief endorsement and sprinkler leakage endorsement (where applicable) or all-risk insurance policy, or (2) any other loss that is covered by insurance of the party suffering the loss. The waiver and release of Landlord made by Tenant in this subparagraph will include Landlord's designated property management firm. The waiver set forth in this subparagraph shall preclude all rights of recovery of third parties by way of subrogation, and assignment or otherwise, but shall not apply to any deductibles on Builder’s premisesinsurance policies carried by Landlord nor to any co- insurance penalty which Landlord might sustain. D. Landlord will maintain in force and effect at all times while this Lease is in force and effect such insurance as is required to be maintained pursuant to the underlying deeds. E. Tenant will maintain in force and effect at all times during the term of this Lease, all risk insurance covering its leasehold improvements in excess of Fifteen and 00/100 Dollars (b$15.00) Builder shall indemnifyper square foot Rentable Area contained within the Leased Premises, defend furniture, furnishings and save harmless Owner, its affiliates, equipment located in the Leased Premises in amounts equal to at least eighty percent (80%) of insurable value and their officers, directors, employees public liability and representatives from any and all third party liens, expenses, claims and demands whatsoever property damage insurance with limits of not less than One Million Dollars ($1,000,000) for personal injury (including costs and attorneys’ feesdeath) against Owner or against the Vessels to any number of persons in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend one occurrence and save harmless Builder, its affiliates, Five Hundred Thousand and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever 00/100 Dollars (including costs and attorneys’ fees$500,000.00) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to or destruction or property sustained or purported for any one occurrence. Tenant shall furnish reasonably satisfactory evidence to have been sustained by any member Landlord of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of such insurance coverage at any Unit time and from and after the time of delivery of the Unit or Owner in conformance with this Contractto time upon request.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions Neither Avista nor any of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officersmembers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officerspartners, employees, consultants or agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, shall be liable to the Company or any loss of its subsidiaries or damage to property sustained or purported to have been sustained by affiliates for any member of the Builder Group regardless of the causeloss, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort damage or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent expense arising out of or in connection with the acts performance of services contemplated by this Agreement, unless such loss, liability, damage or omissions expense is caused by gross negligence or willful misconduct on the part of OwnerAvista, its affiliates, members, partners, employees, consultants or agents acting within the scope of their employment or authority. The Company shall defend, indemnify and hold harmless Avista, its affiliates, members, partners, employees, consultants and agents from and against any and all loss, liability, damage, or expenses arising from any claim (a “Claim”) by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including reasonable attorneys’ fees) (collectively, “Claims”), resulting from any act or omission of Avista, its affiliates, members, partners, employees, consultants or agents, representatives other than for Claims caused by the gross negligence or willful misconduct of Avista, its affiliates, members, partners, employees, consultants or agents. The Company and its subsidiaries, if any, shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, any of its subsidiaries, if any, and any of Avista, its affiliates, members, partners, employees, consultants or agents or in which any of Avista, its affiliates, members, partners, employees, consultants or agents may be impleaded with others upon any Claim or Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by Avista, its affiliates, members, partners, employees, consultants or agents, except that if such damage is the result of gross negligence or willful misconduct by Avista, its affiliates, members, partners, employees, consultants or agents acting within the scope of their employment or authority, then Avista shall reimburse the Company for the costs of defense and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after costs incurred by the time of delivery of the Unit or Owner in conformance with this ContractCompany.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder Each Party shall indemnify, hold harmless and defend and save harmless Ownerthe other Party, its affiliatesofficials, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, including its past, present, and future board members, elected officials and agents or representatives (collectively, the “Owner GroupIndemnified Parties”) from and against all liabilitiesliability, lossesclaims, damages, lienssuits, causes of action, suitsdemands, claimsproceedings, judgmentsset-offs, expenses and costs (liens, attachments, debts, actual out-of-pocket expenses, judgment, or other liabilities including attorney actual out-of-pocket costs, reasonable fees and court costs)expense of defense, of every naturearising from any loss, kind and description that Builderdamage, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained property, of whatsoever kind or purported nature (except as set forth in Section 12(c) below) to have been sustained the extent arising from any breach by the indemnifying Party of any member covenant, representations or warranties made within this Sublease (collectively, the "Claims"), except to the extent such Claims result from the gross negligence or willful misconduct of any Indemnified Party. (b) Nothing contained herein shall be construed as prohibiting Sublessor, its officials, directors, officers, agents and employees, from defending through the selection and use of their own agents, attorneys and experts, any claims, suits, demands, proceedings and actions brought against them. Sublessor's participation in its defense shall not remove Xxxxxxxxx's duty to indemnify, defend, and hold Sublessor harmless, as set forth above. (c) Notwithstanding any provision in this Sublease to the contrary, neither Sublessee nor Sublessor shall be liable to the other for damages arising out of this Sublease which are not reasonably foreseeable as of the Builder Group regardless of the causeEffective Date, including the negligence indirect, special, incidental, exemplary, or consequential loss or damage of any nature (jointincluding, sole without limitation, lost revenues, lost profits, lost business opportunity or concurrentany business interruption). The foregoing provision shall not prohibit either Party from seeking and obtaining recovery of third party damages for which it is entitled to indemnification hereunder, active or passive), fault, strict liability, tort or ii) general contract damages for a breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s)this Sublease. (d) To the fullest extent permitted by applicable lawNotwithstanding any other provision herein, the Owner nothing herein shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, deemed or pay by reason of bodily injury, illness, or death, or any loss of or damage interpreted to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract be a waiver of any member of the Builder Group or unseaworthiness of its respective vessel(s)and all rights and protections set forth in Section 893.80, Wis. Stats. (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with 3.1 The Commercial Manager shall be under no liability whatsoever to the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss any loss, damage, delay or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands expense of whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builderwhether direct or indirect, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any including but not limited to loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent profit arising out of or in connection with detention or delay to the acts Vessel, howsoever arising, in the course of performance of, or omissions otherwise in connection with, this agreement and the Owner hereby unconditionally agrees to ratify, indemnify and hold harmless the Commercial Manager in respect of Ownerall liabilities howsoever incurred by it in the performance of its obligations hereunder or otherwise arising in connection with this agreement, unless same is proved to have resulted solely from the wilful default of the Commercial Manager or any of its agentsdirectors, representatives employees, agents or subcontractors. 3.2 It is hereby expressly agreed that no director, employee, agent or sub-contractor of the Commercial Manager shall in any circumstances whatsoever be under any liability whatsoever to the Owner for any loss, damage, delay, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing, every exemption, limitation, condition and other liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature available to the Commercial Manager hereunder shall also be available and shall extend to protect every such director, employee, agent or sub-contractor of the Commercial Manager acting as aforesaid. For the purpose of all the foregoing provisions of this Clause 3, the Commercial Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all such persons who are or might be his directors, employees, agents or sub-contractors (exclusive from time to time and all such persons shall to this extent be or be deemed to be parties to this agreement. 3.3 Neither the Owner nor the Commercial Manager shall be under any liability for any failure to perform any of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance their obligations hereunder by reason of any Unit from and after the time cause whatsoever of delivery of the Unit nature or Owner in conformance with this Contractkind beyond their reasonable control ("Force Majeure").

Liability and Indemnity. (aThe Owner(s) Except as otherwise set forth hereby acknowledge and agree that all snow clearing Service performed by the Contractor pursuant to this Agreement shall be done and performed at the sole risk of the Owner(s) and that the Contractor shall not be liable for any loss or damage sustained or incurred by the Owner(s), the Property or any other thing or person located on, under or along the Property, which loss or damage is caused directly or indirectly by the Contractor performing snow clearing Services in accordance with this Agreement, and which loss or damage is not occasioned by the gross negligence or willful misconduct of the Contractor. Notwithstanding any other provision in this Contract and except for risks and liabilities arising in connection with Agreement, the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractorsOwner(s) hereby release(s), subcontractorsindemnify(ies) and hold(s) harmless the Contractor together with its, vendorsemployees, officers, representatives, contractors, sub-contractors, agents, employees volunteers and insurers (collectively the “Contractor Parties”) for any personal injury, death, direct or representativeindirect damages, Builder will assume all risks and liabilitieslosses, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its componentseconomic loss, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party lienscosts, expenses, claims legal fees (on a solicitor and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnifyhis own client full indemnity basis), defend and save harmless Builderdisbursements, its affiliatesfines, and their officers, directors, employees and representatives from any and all third party lienspenalties, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any all manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liensactions, causes of action, suits, claims, judgmentsdemands and proceedings, expenses all of whatever nature and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents which Owner(s) or representatives (“Builder Group”third party(ies) may hereinafter suffer, incursustain, pay or pay by reason of bodily injury, illness, or death, or any loss incur as a result of or damage to property sustained arising directly or purported to have been sustained by any member indirectly out of the Builder Group regardless Contractor performing the Service pursuant to this Agreement, including, but not limited to, the delay or failure of the causeContractor to perform the Service together with anything done, including permitted or omitted to be done by the Contractor Parties, other than losses or claims occasioned by the gross negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member willful misconduct of the Owner Group or unseaworthiness of its respective vessel(s). (dContractor Parties. The Owner(s) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend indemnify and hold harmless the Builder Group Contractor Parties from and against any and all losses or damages suffered by the Contractor Parties, including but not limited to penalties, fines and other liabilities, damages, costs (including, without restriction, all legal and other professional costs on a solicitor and his own client full indemnity basis), losses, damagesexpenses, liensactions and suits of every kind and nature caused by, causes or arising directly or indirectly out of actionthe Owner(s)' breach of this Agreement, suitsnegligence or willful misconduct. The Owner(s) shall promptly notify the Contractor of any injury to any person or property that may reasonably be expected to result in a claim being brought against the Contractor. The Owner(s) acknowledge that snow clearing, claimsby its very nature, judgmentsinvolves pushing a steel blade over the surface of the pavement. If the pavement is defective, expenses deteriorated, weakened, frost heaved, or, was installed improperly, the results of this previous damage are more likely to appear after snow clearing. The Owner(s) shall promptly notify the Contractor of any property hazards that appear as a result of the provision by the Contractor of the Service. The Owner(s)' obligations under Sections 5.1, through 5.5 above, inclusive, shall survive the termination of this Agreement for any reason whatsoever, and costs shall remain binding upon the Owner(s) until all such obligations are satisfied in full. Throughout the Term, the Owner(s) shall take out and maintain insurance in such form and in such amounts as may be satisfactory to the Contractor, acting reasonably, and upon request provide the Contractor with written confirmation of the existence of such insurance (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage but not limited to property sustained or purported to have been sustained by any member providing copies of the Owner Group regardless insurance policies). Without limiting the generality of the causeforgoing, including the negligence (jointinsurance shall have at least the following coverage, sole and contain the following terms: [include as applicable or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.delete Section 5.6 entirely]

Liability and Indemnity. 9.1 Neither party shall be liable for any special, indirect or consequential loss or damage of any nature whatsoever, including loss of profit, or anticipated profit, arising from its performance of, or failure to perform, the Flight Programme or any of its obligations under th, whether or not such party was negligent, or has, or should have, knowledge that such damage or loss might he sustained. Nothing in these terms and conditions shall restrict the Carrier’s liability for death or bodily injury resulting from its negligence, or under the Civil Aviation (Aircraft Operators' Liability) Act (Chapter 292). 9.2 Any exclusion or limitation of liability available to either party under these terms and conditions or otherwise shall exclude or limit such liability not only in contract, but also in tort, statute or otherwise at law and apply to and be for the benefit of such party and: (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendorsemployees, agents, employees or representativedirectors, Builder will assume all risks officers, subcontractors and liabilities, during the construction representatives of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises.party and (b) Builder shall indemnifyany party whose aircraft is used by the Carrier for carriage and that party’s employees, defend and save harmless Owner, its affiliates, and their officersagents, directors, employees officers, subcontractors and representatives. 9.3 Whether or not such liability is covered by the Carrier’s insurance and in addition to any other remedy available to the Carrier, the Charterer will indemnify and keep indemnified, hold harmless and defend the Carrier and its employees, agents, directors, officers, subcontractors and representatives from and against any and all third party liensliabilities, expensesloss, damage (excluding any loss or damages to any equipment or aircraft owned, operated, borrowed or leased by the Carrier or its agents, subcontractors or representatives), costs (including in respect of legal and professional advice), claims and demands whatsoever (including costs and attorneys’ fees) against Owner expenses arising wholly or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising partly out of or in connection with any: (a) breach by the acts Charterer of its obligations under the terms and conditions; (b) any act or omissions omission (whether negligent or not) of Ownerthe Charterer, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendorsemployees, agents, employees and representatives and directors, officers, subcontractors’ or representatives, or owner or consignor of goods carried at its request; or (c) relating to possessionany non-performance, ownership, operation and maintenance of partial performance or delay resulting from any Unit from and after reason other than the time of delivery wilful misconduct of the Unit Carrier. 9.4 Where the services provided or Owner in conformance with this Contract.to be provided by the Carrier to the Charterer under these terms and conditions relate to or involve the emergency transport of a medical patient (including the Charterer, as the case may be), the Parties agree that: (a) without limitation to Clause 3, the Carrier's obligations shall be limited to the provision of the Aircraft and the performance of the Flight Programme only; (b) the Carrier may at its sole discretion and without any liability whatsoever: (i) refer the Charterer to; or

Liability and Indemnity. Sun-Canadian Pipe Line Company Limited does not assume any liability for inconvenience or loss of income due to obstructions including but not limited to pipeline maintenance, access and emergency situations created by Sun- Canadian pipelines. (a) Except as otherwise set forth Applicant shall: (i) be liable to Sun-Canadian for all loss, damages and expenses which Sun-Canadian for all loss, damages and expenses which Sun-Canadian may suffer, sustain, pay or incur by reason of any matter or thing arising out of or attributable to any act or omission of Applicant, its servant, agents contractors or employees in respect of Applicant’s use of the Crossing Area or by reason of this Contract Agreement, and except for risks in addition; (ii) indemnify Sun-Canadian against all actions, proceedings, claims, demands and liabilities costs which may be brought against or suffered by Sun-Canadian or which it may sustain, pay or incur by reason of any matter or thing arising in connection with the acts out of or omissions attributable to any act or omission of OwnerApplicant, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendorsservants, agents, contractors or employees or representative, Builder will assume all risks and liabilities, during the construction in respect of Applicant’s use of the Units and until completion and delivery Crossing Area or by reason of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premisesthis Agreement. (b) Builder shall indemnifySun-Canadian shall: (i) be liable to the Applicant for all loss, defend damages and save harmless Ownerexpenses which the Applicant may suffer, sustain, pay or incur by reason of any matter or thing Arising out of or attributable to any act or omission of Sun-Canadian, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendorsServants, agents, contractors or employees in respect of Sun-Canadian’s use of the Crossing Area or by reason of this Agreement, and representatives)in addition; (ii) indemnify Applicant against all actions, subcontractorsproceedings, vendorsclaims, agents demands, and costs which may be brought against or suffered by Applicant or which it may sustain, pay or incur by reason of any matter or thing arising out of or attributable to any act or omission of Sun-Canadian, its servants, agents, contractors or employees in respect of Sun-Canadian’s use of the Crossing Area or representativesby reason of this Agreement. (c) To The provisions of 8(a) and 8(b) herein shall survive the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes termination of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s)this Agreement. (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. i. The Lessee shall indemnify and keep indemnified the Lessor against any and all claims damages, losses which may be caused to any infrastructure provided by the Lessor or to any adjoining buildings or other premises and also against all payments whatsoever which during the progress of the work may become payable or be demanded from the Lessor by municipality or any local Authority in respect of the said work or of anything done under the authority herein contained. ii. The Lessee shall indemnify and keep indemnified and otherwise hold harmless, the NRDA, its agents and employees, from and against all claims, demands made against and/or loss caused and/or damages suffered and/or cost, charges/expenses incurred to and/or penalty levied and/or any claim due to damage to property or loss of life of any person (aincluding labour employed for the execution of the Sales Showroom, Service and Repair Centre for Two Xxxxxxx Automobile Industry) Except including injury to or death of any person and/or loss or damage caused or suffered by the NRDA or to property owned or belonging to the NRDA, its agents and employees or third party as otherwise set forth a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the part of the Lessee to perform any of its obligations under this Agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or its employees or any third party or Government Authority or as a result of any failure or negligence or default of the Lessee or its Contractor(s), sub-contractor(s) or employees, servants, agents of such Contractor(s), sub-contractor(s) and/or invitees as the case may be, in connection with or arising out of this Contract and except for risks and liabilities Agreement and/or arising out of or, in connection with the acts or omissions Lessee's use and occupation of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownershipNRDA's Leased Land and/or construction, operation and maintenance of any Unit the Sales Showroom, Service and Repair Centre for Two Xxxxxxx Automobile Industry. iii. The Lessee shall fully indemnify and defend NRDA including its officers, servants and agents from and after the time against any and all loss and damages arising out of delivery or with respect to (a) failure of the Unit Lessee to comply with Applicable Laws and Applicable Permits (b) payments of taxes relating to the Lessee, Lessees, suppliers and representatives, income or Owner in conformance with other taxes required to be paid by the Lessee without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Lessee or any of its Contractors which are payable by the Lessee or any of its Contractors (d) non-payment of amounts due to its employees, labour, Contractors, sub-contractor engaged/employed by it (e) not maintaining adequate and comprehensive insurance throughout the Term as stipulated under this Contract.Agreement,

Liability and Indemnity. (aLicensee shall be responsible for any damage caused by Licensee's use of the Space. The Licensee assumes liability for any and all damages to the museum building, exhibits, artwork, and artifacts, and for any and all injuries to any person(s) Except that occur on Licensor property as otherwise set forth in this Contract a result of their presence while attending the event. The Licensee must provide or acquire an insurance policy with minimum limits of $1,000,000 per occurrence and except for risks and liabilities arising in connection with a $2,000,000 aggregate limit of general liability coverage. The policy should additionally name the acts or omissions "Art Museum of OwnerGreater Lafayette, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendorsofficers, agents, employees and employees" as insured. The Licensee assumes the risk of all damage, loss, cost, or representativeexpense that may arise in the performance of this Agreement. Licensee, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and including its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees agents, employees, and representatives from any affiliates, agrees to defend, indemnify and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save hold harmless BuilderLicensor, its affiliatessuccessors, and their officersassigns, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives agents, and any other person for whom Licensor may be legally liable (“Owner GroupIndemnified Parties”) ), from and against any and all liabilitiescosts, expenses (including attorney’s fees), interest, losses, damagesobligations, liensliabilities, or damages paid (“Losses”) which may accrue to or be incurred or sustained by the Indemnified Parties, and which arise out of or are in connection with or are for the purpose of avoiding any and all claims, demands, actions, causes of action, suits, claimsappeals, judgments, expenses and costs proceedings (including attorney fees and court costs“Claims”), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents all whether groundless or representatives (“Builder Group”) may hereinafter suffer, incurnot, or pay by reason of bodily injurythe settlement thereof, illnessbased on actual or alleged injuries, damages, or deathliability of any kind whatsoever, made or brought against the Indemnified Parties, sustained in connection with this Agreement, arising from any loss of or damage to property sustained or purported to have been sustained by any member cause whatsoever except for gross negligence and willful misconduct of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall saveIndemnified Parties. The Licensee further agrees to defend, indemnify, protect, defend and hold harmless the Builder Group Indemnified Parties from and against any and all liabilitiesClaims for death or injury to persons or destruction of property in connection with or relating to any Claims by third parties, lossesin tort, damagesto the extent such Claims are based on acts, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incurdefaults, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member neglects of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of Licensee and/or any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IXofficers, Owner shall indemnifyagents, defend employees, guests or affiliates. Licensee further agrees to indemnify and save Builder hold harmless the Licensor and its employees from and against liabilities any and all liability, damage, loss, cost, or expense which may accrue to or be sustained by Licensee, Licensee’s guests, or Licensee’s subcontractors on account of any nature whatsoever (including costs cancellation by the Indemnified Parties. This clause also includes the terms outlined in the document titled "Terms of Event Space Rental" set out in Section IV "Cleaning and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this ContractDamage Liability".

Liability and Indemnity. (a) Except as otherwise set forth The Licensee assumes the risk of all damage, loss, cost, or expense that may arise in the performance of this Contract and except for risks and liabilities arising in connection with the acts or omissions of OwnerAgreement. Licensee, Owner’s other contractors (except Builder and including its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees agents, employees, and representatives from any affiliates, agrees to defend, indemnify and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save hold harmless BuilderLicensor, its affiliatessuccessors, and their officersassigns, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives agents, and any other person for whom Licensor may be legally liable (“Owner GroupIndemnified Parties”) ), from and against any and all liabilitiescosts, expenses (including attorney’s fees), interest, losses, damagesobligations, liensliabilities, or damages paid (“Losses”) which may accrue to or be incurred or sustained by the Indemnified Parties, and which arise out of or are in connection with or are for the purpose of avoiding any and all claims, demands, actions, causes of action, suits, claimsappeals, judgments, expenses and costs proceedings (including attorney fees and court costs“Claims”), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents all whether groundless or representatives (“Builder Group”) may hereinafter suffer, incurnot, or pay by reason of bodily injurythe settlement thereof, illnessbased on actual or alleged injuries, damages, or deathliability of any kind whatsoever, made or brought against the Indemnified Parties, sustained in connection with this Agreement, arising from any loss of or damage to property sustained or purported to have been sustained by any member cause whatsoever except for gross negligence and willful misconduct of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall saveIndemnified Parties. The Licensee further agrees to defend, indemnify, protect, defend and hold harmless the Builder Group Indemnified Parties from and against any and all liabilitiesClaims for death or injury to persons or destruction of property in connection with or relating to any Claims by third parties, lossesin tort, damagesto the extent such Claims are based on acts, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incurdefaults, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member neglects of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of Licensee and/or any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IXofficers, Owner shall indemnifyagents, defend employees, guests or affiliates. Licensee further agrees to indemnify and save Builder hold harmless the Licensor and its employees from and against liabilities any and all liability, damage, loss, cost, or expense which may accrue to or be sustained by Licensee, Licensee’s guests, or Licensee’s subcontractors on account of any nature whatsoever (including costs and attorneys fees) to cancellation by the extent arising Indemnified Parties. This includes the terms of Liability for Damage set out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery Section IV item C of the Unit or Owner in conformance with this Contractdocument titled "Terms of Event Space Rental".

Liability and Indemnity. Save for its negligence and that of its agents, Landlord shall not be responsible or liable to Tenant for any loss or damage (ai) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with that may be occasioned by or through the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction persons occupying any part of the Units and until completion and delivery of each Unit to Owner Building or any persons transacting any business in or about the Building or persons present in or about the Building for all any other purpose or (ii) for any loss or damage occurring resulting to each Unit and Tenant or its componentsproperty from burst, includingstopping or leaking water, without limitationsewer, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder sprinkler or steam pipes or plumbing fixtures or from any failure of or defect in any electric line, circuit or facility. Subject to Section 16, Tenant shall indemnifydefend, defend indemnify and save Landlord harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgmentscosts, expenses charges, judgments and costs (including attorney fees and court costs)expenses, including, but not limited to, reasonable attorneys' fees, which may be imposed upon or incurred or paid by or asserted against Landlord, the Premises or any interest therein or in the Building by reason of every natureor in connection with any negligent or tortious act on the part of Tenant or any of its agents, kind and description that Buildercontractors, its affiliates, subcontractors and their respective officersservants, employees, agents licensees or representatives (“Builder Group”) may hereinafter sufferinvitees, incurany accident, or pay by reason of bodily injury, illness, or death, or any loss of death or damage to any person or property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable lawoccurring in, the Owner Premises or any part thereof, provided, however, that nothing contained in this paragraph shall be responsible for deemed to require Tenant to indemnify Landlord with respect to any negligence or tortious act or omission committed by Landlord or its agents or any other tenant, occupant, licensee or invitee, or to any extent prohibited by law. Subject to Section 16, Landlord shall defend, indemnify and shall save, indemnify, protect, defend and hold save Tenant harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgmentscosts, expenses charges, judgments and costs (including attorney fees and court costs) of every natureexpenses, kind and description that including, but not limited to, reasonable attorneys' fees, which may be imposed upon or incurred or paid by or asserted against Tenant, the Premises or any member of Owner Group may hereinafter suffer, incur, interest therein or pay in the Building by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with any negligent or tortious act on the acts part of Landlord or omissions any of Owner, its agents, representatives and contractors, servants, employees, licensees or invitees, any accident, injury, death or damage to any person or property occurring in, the Premises or any part thereof, provided, however, that nothing contained in this paragraph shall be deemed to require Landlord to indemnify Tenant with respect to any negligence or tortious act or omission committed by Tenant or its agents or any other contractors (exclusive of Builder and its subcontractorstenant, vendorsoccupant, agentslicensee or invitee, employees and representatives and representatives) relating or to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contractextent prohibited by law.

Liability and Indemnity. (a) Except Prior to the Effective Date, Landlord will deliver copies of Landlord’s existing environmental reports. As of the Effective Date, to Landlord’s knowledge, except as otherwise set forth disclosed in this Contract and except the delivered reports, there are no Hazardous Materials located in, on, or under the Building, the Premises, or the Land. Landlord shall not be liable to Tenant or to any other party for risks and liabilities arising in connection with any Hazardous Materials Activities conducted or permitted on, under or about the acts Premises, the Building, or omissions of Owner, Ownerthe Land by Tenant or by Tenant’s other contractors (except Builder and its subcontractors), subcontractors, vendorsemployees, agents, employees contractors, licensees or representativeinvitees, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder Tenant shall indemnify, defend and save hold the Landlord Indemnitees harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liensclaims, expensesdamages, claims and demands whatsoever (including fines, penalties, losses, judgments, costs and attorneys’ feesliabilities arising out of or related to (i) against Owner any Hazardous Materials Activities conducted or against permitted on, under or about the Vessels Premises, the Building, or the Land by Tenant or by Tenant’s employees, agents, contractors, licensees or invitees, regardless of whether Landlord shall have consented to, approved of, participated in or had notice of such Hazardous Materials Activities or (ii) any Environmental Claim relating in any manner related way to Tenant’s operation or use of the Work to be performed by Builder under this ContractPremises. Owner Landlord shall indemnify, defend and save harmless Builder, its affiliatesdefend, and their officers, directors, employees hold Tenant and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to OwnerTenant’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendorsemployees, agents, employees contractors and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder licensees harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent all claims arising out of or in connection with involving (A) the acts introduction of any Hazardous Materials prior to the Possession Date or omissions (B) the existence of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendorsany Hazardous Materials to the extent caused by Landlord or by Landlord’s employees, agents, employees and representatives and representatives) relating to possessioncontractors, ownership, operation and maintenance or licensees during the Term. The provisions of any Unit from and after this Section 0 shall survive the time expiration or termination of delivery of the Unit or Owner in conformance with this ContractLease.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract Operator hereby assumes liability for, and except for risks hereby agrees to indemnify, reimburse, protect, save and liabilities arising in connection with the acts or omissions of Ownerhold harmless Company, Owner’s other contractors (except Builder its subsidiaries, affiliates and its subcontractors)related entities, subcontractorstheir successors, vendorsassigns, officers, agents, employees or representativeand servants, Builder will assume from and against, and to pay Company promptly upon demand the amount of, any and all risks and liabilities, during obligations, losses, damages, penalties, fines, claims, actions, suits, legal proceedings, whether civil or criminal, costs, expenses and disbursements, including legal fees and expenses, of whatsoever kind and nature (collectively, "Damages"), imposed on, incurred by or asserted against Company or any other indemnified entity, in any way relating to, connected with or arising out of (i) the construction ownership, use or operation of the Units Airship or its ground support vehicles and until completion and delivery equipment (or any component thereof) pursuant to this Agreement, whether in the air or on the ground (except for damages resulting from failure of each Unit Company to Owner for all loss obtain or damage occurring maintain any governmental approvals or licenses that it is required to each Unit and its componentsobtain or maintain pursuant to the terms of this Agreement); or (ii) the death of, or injury to, or damages to, any person or property, including, without limitationbut not limited to, Owner Furnished Equipment while such equipment is on Builder’s premisesthe property of Company, its officers, employees, agents, invitees, guests or clients, caused by, arising out of or in any way connected with the possession, use, operation or maintenance of the Airship and its ground support vehicles and equipment. (b) Builder shall Company hereby assumes liability for, and hereby agrees to indemnify, defend reimburse, protect, save and save hold harmless OwnerOperator, its affiliatessubsidiaries, affiliates and related entities, their successors, assigns, officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives)servants, subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against, and to pay Operator promptly upon demand, Damages imposed on, incurred by or asserted against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, Operator or any loss of other indemnified entity, in any way relating to, connected with or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of failure by Company to obtain or maintain any governmental approvals or licenses that it is required to obtain or maintain hereunder. The obligations contained in connection with this Section shall continue in full force and effect, notwithstanding the acts expiration or omissions other termination of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this ContractAgreement.

Liability and Indemnity. 42.1 The Contractor shall be liable to and shall indemnify the Owner, its officers, directors, employees, consultants and agents for all losses, damages and expenses on account of: (a) Except all physical damage caused by the Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors or property under the care, custody or control of the Owner or Other Contractors; and (b) the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s Site, irrigation canals or facilities, ditches or equipment relating thereto caused by or resulting from the actions howsoever of the Contractor or its Subcontractors. 42.2 Contractor shall defend, indemnify and hold Owner, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, Subcontractors, and their respective officers, agents or employees. 42.3 Owner shall defend, indemnify and hold Contractor, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of EPC Contract this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Owner, Other Contractors and their respective officers, agents or employees. 42.4 Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other in contract or in tort, directly or under any indemnity, for lost profits or for any indirect, special, or consequential damages, arising out of or related to this Contract. 42.5 Notwithstanding any other provision of the Contract, each party’s total liability to the other for damages hereunder (excluding any damages owed to the other party pursuant to any indemnification obligation hereunder, where such damages relate to claims by third parties against the indemnified party) shall be limited to $18,403,721.00. 42.6 Contractor shall release, defend, indemnify and hold harmless Owner, its affiliates and its other contractors from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or relating to Hazardous Material which escapes or emanates directly from Contractor’s or any Subcontractor’s equipment or which is otherwise released as otherwise set forth in a result of the acts or omissions of Contractor or any Subcontractors or their respective officers, agents or employees. Owner shall release, defend, indemnify and hold harmless Contractor from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or relating to Hazardous Material which exists on the Work Site as of the date of this Contract and except for risks and liabilities arising in connection with Contract, or which is released as a result of the acts or omissions of Owner. 42.7 The Owner and Contractor waive all rights against each other and any of their Subcontractors, Owner’s other contractors (except Builder and its subcontractors), sub-subcontractors, vendorsagents and employees, agents, employees or representative, Builder will assume all risks and liabilities, during the construction each of the Units and until completion and delivery of each Unit to Owner other, for all loss damages caused by fire or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, other causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out covered by property insurance obtained pursuant to Sections 43.1(d) or 44.1(a) or other property insurance applicable to the Work. The policies shall provide such waivers of subrogation by endorsement or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contractotherwise.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit A. Tenant agrees to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend indemnify and save Landlord harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and expenses of defending against such claims) arising or alleged to arise from any act or omission of Tenant or Tenant’s agents, employees, contractors, or arising from any injury to any person or damage to the property of any person occurring during the Term of this Lease in or about the Premises. Tenant agrees to use and occupy the Premises and other facilities of the Building at Tenant’s own risk and hereby releases Landlord, Landlord’s agents or employees, from all claims for any damage or injury to the full extent permitted by law, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES BUT EXCEPTING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS AGENTS, OFHCERS, OR EMPLOYEES. B. Tenant waives any and all rights of recovery, claim, action, or cause of action, against Landlord, its agents, officers, or employees, for any loss or damage that may occur to the Premises, or any improvements thereto, or the Building, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES BUT EXCEPTING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES, and Tenant covenants that no insurer shall hold any right of subrogation against Landlord and all such insurance policies shall be amended or endorsed to reflect such waiver of subrogation. C. Tenant, to the extent permitted by law, waives all claims Tenant may have against Landlord, and against Landlord’s agents and employees for injury to person or damage to or loss of property sustained by Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Building or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Building or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Building or of any other person, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES, unless such damage is a result of the gross negligence or willful misconduct of Landlord, or Landlord’s agents or employees. If any damage results from any act or neglect of Tenant, Landlord may, at Landlord’s option, repair such damage, and Tenant shall thereupon pay to Landlord the total cost of such repair. All personal property belonging to Tenant or any occupant of the Premises that is in or on any part of the Building shall be there at the risk of Tenant or of such other person only, and Landlord, Landlord’s agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD, ITS AGENTS, OFFICERS, OR EMPLOYEES, unless such damage, theft or misappropriation is a result of the gross negligence or willful misconduct of Landlord or Landlord’s agents or employees. Tenant agrees to indemnify and hold Landlord harmless from and against any and all loss, cost, claim and liability (including reasonable attorneys’ fees) against Owner for injuries to all persons and for damage to or against loss of property occurring in or about the Vessels in Building, due to any manner related to the Work to be performed by Builder act or negligence or default under this Contract. Owner shall indemnifyLease by Tenant, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to OwnerTenant’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employeescontractors, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for D. Landlord hereby indemnifies and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder holds Tenant harmless from and against liabilities any and all claims, demands, liabilities, and expenses, including attorneys’ fees, arising from (i) the breach of this Lease by Landlord. In the event any action or proceeding shall be brought against Tenant by reason of any nature whatsoever (including costs and attorneys fees) such claim, Landlord shall defend the same at Landlord’s expense by counsel reasonably satisfactory to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this ContractTenant.

Liability and Indemnity. (a) Except as It is agreed and understood that it is in the best interest of the parties that certain risks should be identified and allocated between them. It is, therefore, the intent of this Section to provide for a hold harmless, indemnification and defense undertaking by Demise Owner to the maximum extent permitted by law and to support such undertaking by the insurance coverage required by Section 25 hereof. (b) Demise Owner agrees to fully protect, defend, indemnify and hold harmless Time Charterer, its parent, subsidiary and affiliated companies, joint venturers, contractors, subcontractors, guests and invitees and any and all vessels which they own and/or operate together with any person(s) to which any of the foregoing are under contract or for which they are rendering services and any person(s) who or which may be designated by Time Charterer to Demise Owner, in writing, and the respective directors, officers, employees, agents and representatives of all of the foregoing (collectively, the “Time Charterer Indemnitees”) from and against any and all losses, damages, demands, liabilities, injuries, claims, debts, suits, causes of action, administrative proceedings, liens, demands, judgments, fines, penalties, costs and expenses (including attorney’s, consultant’s, investigator’s and expert’s fees and costs)(collectively, “Damages”), which may be brought, asserted or claimed against any one or more Time Charterer Indemnitees by any person, whether arising out of injury, illness, death or loss of, loss of use of or damage to property (including the Tug, Barge or any other vessel) or otherwise set forth (including, but not limited to, Damages claimed by any Time Charterer Indemnitee or by Demise Owner, its parent, subsidiary and/or affiliated companies, their contractors, subcontractors, guests invitees and/or the respective directors, officers, employees, agents and representatives of any of the foregoing, incident to or arising out of, in this Contract connection with, or resulting, directly or indirectly, from (i) the work activities, operation or preparation for the work, activities or operations of any of the Time Charterer Indemnitees or of Demise Owner or Demise Owner’s parent, subsidiary and/or affiliated companies, their contractors, subcontractors, guests, invitees and/or their respective directors, officers, employees, agents and except for risks and liabilities representatives, in any way arising out of, in relation to, or in connection with the acts activities conducted pursuant to this Agreement or omissions (ii) any defective condition of any equipment of Demise Owner or Time Charterer employed in connection with this Agreement, regardless of whether such negligence, fault, absolute or strict liability, lack of due diligence, other action or inaction, unseaworthiness or defective condition be active or passive, primary or secondary, technical or vicarious and regardless of whether based on any violation by any international, federal, state, local or maritime law, rule, regulation, code, ordinance or order. (c) Without limitation, the foregoing indemnification shall extend to Damages, whether civil, criminal or administrative, relating to pollution or contamination of the waters or air or earth (including without limitation natural resource damages, clean-up, remedial or removal costs, fines and penalties). This Section is inapplicable if such Damages are caused wholly, entirely and proximately by the gross negligence or willful misconduct of Time Charterer or its officers, directors, employees, or agents. (d) Demise Owner shall promptly report to Time Charterer as soon as practicable all accidents, incidences or occurrences which might give rise to an obligation of Demise Owner to indemnify any Time Charterer Indemnitee hereunder. Demise Owner shall, if and when requested, furnish Time Charterer a copy of reports made by Demise Owner to Demise Owner’s insurer or to others of such accidents, incidences and occurrences together with any other relevant documents including witness statements and any other investigative material. (e) Time Charterer shall have the option of either tendering its defense to Demise Owner under this Agreement or of providing its own defense. If any Time Charterer Indemnitee tenders defense to Demise Owner, and Demise Owner accepts, defense counsel shall be reasonably acceptable to Time Charterer and the Time Charterer Indemnitee and shall keep Time Charterer fully informed of the status of the defense. Demise Owner shall have the right in its reasonable discretion, to settle any claims being defended by Demise Owner provided (i) Demise Owner shall consult with Time Charterer and the affected Time Charterer Indemnitees prior to making any settlement offers or agreeing to any settlement, (ii) Demise Owner shall be fully capable of performing the conditions of the settlement, including any financial considerations to be paid, (iii) no Time Charterer Indemnitee shall have any obligations under such settlement, and (iv) such settlement shall not act as an admission of liability or violation or serve to create a violations history or adverse precedent against the Time Charterer Indemnitee. If Time Charterer elects to provide its own defense, Time Charterer shall not be entitled to recover from Demise Owner any costs and expenses in doing so. (f) Demise Owner’s other contractors liability under this Section 16 shall be limited to the amounts or types of insurance coverage required in Section 25 hereof, except in the case of the Demise Owner's gross negligence or willful misconduct. (except Builder and its subcontractorsg) Except to the extent provided in Section 16(h), subcontractorsTime Charterer agrees to pay, vendorsdefend, agentsindemnify and hold harmless each Indemnitee from and against any and all present and future Claims of whatsoever nature and all reasonable costs and expenses (including, employees but not limited to, reasonable attorneys' and consultants' fees and disbursements) directly or representativeindirectly relating to or in any way arising out of: (i) any Time Charterer Event of Default or any Time Charterer default or Time Charterer Parent default under any Principal Document to which Time Charterer or Time Charterer Parent is a party (including, Builder will assume all risks and liabilitieswithout limitation, during any amendments, supplements, consents, waivers or modifications relating thereto whether or not entered into) or the construction enforcement in default of any of the Units terms thereof; (ii) the manufacture, design, construction, purchase, sale, ownership by any entity, financing, ordering, delivery, return, acquisition, title on acquisition, charter, subcharter, rejection, installation, possession, documentation, titling, retitling, registration, custody by the Owner, the Demise Owner or the Time Charterer of title and until completion and delivery registration documents, use, non-use, misuse, operation, transportation, inspection, repair, maintenance, overhaul, testing, storage, fleeting, control or disposition of each Unit to Owner for all loss or damage occurring to each Unit and its componentsany Vessel, including, without limitation, any claims arising under the doctrine of strict liability in tort; any claims arising with respect to injury to person or property, and claims based on patent, trademark, trade name or copyright infringement; (iii) any misrepresentation by the Time Charterer or the Time Charterer Parent contained in the Time Charter, or in any other Principal Documents to which such person is a party; (iv) any defaults, breaches, violations or non-compliance by the Time Charterer of (A) the Bareboat Charter, the Time Charter, the other Principal Documents to which the Time Charterer is a party or by which it is bound, or (B) any Applicable Laws of any Governmental Authority, and all other requirements having the force of law applicable at any time to the Vessels (including, without limitation, any Environmental Laws or the rules and regulations of the United States Coast Guard, Customs and Border Protection, or the United States Maritime Administration); (v) any Trigger Event expressly including, but not limited to, failure to pay when due Basic Hire or Supplemental Hire, or resulting in any exercise of remedies by any Indemnitee in connection with such Trigger Event or Time Charterer Event of Default; (h) Notwithstanding the foregoing Section 16(g), the Time Charterer shall not be required to pay, defend, indemnify and hold harmless any Indemnitee against any claim, demand or liability to the extent that it: (i) arises out of the willful misconduct or gross negligence of such Indemnitee or out of such Indemnitee's violation of, or failure to perform its express obligations under, any of the Principal Documents to which it is a party and by which it is bound; (ii) is imposed for any period, or with respect to any act and/or event occurring, after the expiration or earlier termination of the Time Charter and/or the satisfaction of all the obligations of the Time Charterer under this Agreement, including, if applicable, the redelivery of all of the Vessels to the Owner Furnished Equipment while or its designee at the location specified in, or otherwise in accordance with, the Bareboat Charter and this Agreement, unless the Time Charterer shall have acquired the Vessels in accordance with Section 18 of this Agreement; (iii) results from a voluntary disposition by such equipment Indemnitee of all or any part of its interest in the Vessels (other than as a result of the occurrence of any Event of Default under the Bareboat Charter) or results from an involuntary disposition thereof in connection with any bankruptcy or other proceeding for the relief of debtors in which such Indemnitee is on Builder’s premisesthe debtor or any foreclosure by a creditor of such Indemnitee with respect thereto other than a bankruptcy or other proceeding or a foreclosure caused by an Event of Default hereunder; or (iv) is for expenses which are to be borne by such Indemnitee pursuant to the express provisions of the Principal Documents. (bi) Builder The Time Charterer shall indemnifygive the Indemnitees and the Demise Owner prompt notice of any occurrence, defend event or condition known to the Time Charterer as a consequence of which any Indemnitee may be entitled to indemnification hereunder. The Time Charterer further agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall include any amount necessary to hold the Indemnitee harmless, on an After-Tax Basis. (j) Each Indemnitee agrees to give the Time Charterer prompt notice of any occurrence, event or condition known to a Responsible Officer of such Indemnitee and save harmless Owneras a consequence of which such Indemnitee may be entitled to indemnification hereunder; provided, its affiliateshowever, that any failure to give such notice shall not relieve the Time Charterer from any liability hereunder except if such failure shall have materially prejudiced the Time Charterer and then only to the extent of actual damages caused solely and directly by such failure. In case any action, suit or proceeding is brought against any Indemnitee in connection with any claim indemnified against hereunder, such Indemnitee will, promptly after receipt of notice of the commencement of such action, suit or proceeding, notify the Time Charterer thereof, enclosing a copy of all papers served upon such Indemnitee, but failure to give such notice or to enclose such papers shall not relieve the Time Charterer from any liability hereunder except if such failure shall have materially prejudiced the Time Charterer and then only to the extent of actual damages caused solely and directly by such failure. (k) The Time Charterer may, and their officersupon such Indemnitee's request will, directorsat the Time Charterer's sole cost and expense, employees resist and representatives from defend such action, suit or proceeding, or cause the same to be resisted or defended by counsel selected by the Time Charterer and reasonably satisfactory to such Indemnitee and in the event of any failure by the Time Charterer to do so, the Time Charterer shall pay all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnitee in connection with such action, suit or proceeding; provided, that prior to the Time Charterer resisting or defending such action, suit or proceeding, or causing the same to be resisted or defended, the Time Charterer shall have acknowledged in writing to the relevant Indemnitee its responsibility to indemnify against such action, suit or proceeding (and any and all liability relating thereto) in full and shall keep such Indemnitee fully apprised of the status of such proceeding and shall provide such Indemnitees with all information with respect thereto that such Indemnitee shall reasonably request. Notwithstanding any of the foregoing to the contrary, the Time Charterer shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) if it shall have failed to employ counsel reasonably satisfactory to the relevant Indemnitee in a timely manner, (ii) the relevant Indemnitee shall have been advised by counsel that there are actual or potential conflicting interests between Time Charterer, and shall have notified Time Charterer of such advice, such Indemnitee including situations in which there are one or more legal defenses available to such Indemnitee that are different from or additional to those available to Time Charterer, or (iii) during any time while a Time Charterer Event of Default shall have occurred and be continuing, or if any criminal liability could be imposed on such Indemnitee by such proceedings. Any Indemnitee may participate at its own expense and with its own counsel in any judicial or administrative proceeding controlled by the Time Charterer. Notwithstanding the foregoing, Time Charterer shall not consent to the terms of any compromise or settlement of any action defended by Time Charterer in accordance with the foregoing without the prior written consent of such Indemnitee unless such compromise or settlement (x) includes a release of such Indemnitee from all liability arising out of such action and (y) does not include a statement as to or an admission of fault, guilt, culpability by or on behalf of such Indemnitee. (l) To the extent that the Time Charterer indemnifies any Indemnitee with respect to and indefeasibly pays in full any Claim indemnified by the Time Charterer pursuant to this Section 16, then the Time Charterer shall be subrogated, and shall receive the benefit of, any insurance policy (other than insurance carried for the Indemnitee's own account), including, without limitation, guarantees and causes of action against third party liensparties to which such Indemnitee may be entitled with respect to the matter which gave rise to the rights of indemnification hereunder, expensesup to but not to exceed the amount which the Time Charterer had to pay, claims and demands whatsoever such Indemnitee shall cooperate with the Time Charterer at the Time Charterer's sole cost and expense in seeking to obtain the benefit for the Time Charterer of such insurance policies, guarantees, or causes of action. (including costs and attorneys’ feesm) against No provision of this Section 16 shall be construed to be a waiver on the part of the Owner, the Demise Owner or against the Vessels Time Charterer of the benefit of any limitation of, or exemption from, liability accorded the owner or charterer of a vessel by any applicable statute or rule of law, provided that the terms of this sentence shall not in any way affect in any manner related whatsoever: (A) the obligation of the Time Charterer to each Indemnitee under the indemnities provided for in Section 16(g); (B) the obligation of Demise Owner to each Time Charterer Indemnitee provided for in Section 16(b); or (C) the obligations of any indemnitee to the Work Time Charterer as expressly set forth in the Principal Documents to which any such indemnitee is a party. Time Charterer’s payments to any Indemnitee under Section 16(g) (including, without limitation, indemnity payments construed or paid as Supplemental Hire or Reimbursement Hire) shall not be performed by Builder under construed as a satisfaction or waiver of any indemnity obligation or payment due from Demise Owner to any Time Charterer Indemnitee. (n) Other than as expressly provided to the contrary in Section 16(h)(ii) above, the indemnities contained in this Contract. Owner Section 16 shall indemnify, defend survive the expiration or earlier cancellation or termination of this Agreement and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless other Principal Documents. The indemnities contained in this Section 16 shall not be construed as a guarantee by the Time Charterer of the cause, including the negligence (joint, sole useful life or concurrent, active or passive), fault, strict liability, tort or breach of contract residual value of any member of the Owner Group or unseaworthiness of its respective vessel(s)Vessel. (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts or omissions of Owner, its agents, representatives and other contractors (exclusive of Builder and its subcontractors, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any Unit from and after the time of delivery of the Unit or Owner in conformance with this Contract.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract 4.1. Cigna Behavioral shall indemnify and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save hold harmless OwnerEmployer, its affiliates, and their officers, directors, employees and representatives from or agents for any and all third party liensjudgments, expensessettlements, claims awards, costs, damages and demands whatsoever expenses (including costs and reasonable attorneys’ ' fees) against Owner which Employer incurs or against the Vessels in any manner pays related to or arising in whole or in part out of the Work negligent or intentionally wrongful acts or omissions of Cigna Behavioral in the performance of the LIFE ASSISTANCE PROGRAM services, except that Cigna Behavioral shall not be required to be performed reimburse for such amounts to the extent that the liability underlying the judgment, settlement or award (or attorneys' fees with respect thereto) was caused by Builder under this Contract. Owner shall indemnifythe negligence, defend and save harmless Builderfraud or criminal conduct of Employer, its agents, affiliates, employees, officers or directors. 4.2. Employer shall indemnify and their hold harmless Cigna Behavioral, its officers, directors, employees and representatives from or agents for any and all third party liensjudgments, expensessettlements, claims awards, costs, damages and demands whatsoever expenses (including costs and reasonable attorneys’ ' fees) against Builder which Cigna Behavioral incurs or against the Vessels in any manner pays related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees arising in whole or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member in part out of the Builder Group regardless of the cause, including the negligence (joint, sole negligent or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the intentionally wrongful acts or omissions of OwnerEmployer in the performance of its responsibilities under this Agreement, except that Employer shall not be required to reimburse for such amounts to the extent that the liability underlying the judgment, settlement or award (or attorneys' fees with respect thereto) was caused by the negligence, fraud or criminal conduct of Cigna Behavioral, its agents, representatives affiliates, employees, officers or directors. 4.3. Nothing contained in this Section 4. shall require Cigna Behavioral Health to defend, indemnify and other contractors hold harmless Employer for the negligent acts or omissions of its providers engaged by Cigna Behavioral to provide services under this Agreement (exclusive “Network Providers”). Cigna Behavioral Health shall however indemnify and hold harmless Employer for Cigna Behavioral Health's negligent acts or omissions in selection and management of Builder Network Providers. 4.4. In the event litigation is instituted by a third party against the Employer and/or Cigna Behavioral concerning any matter under the LIFE ASSISTANCE PROGRAM, each party to this Agreement shall have sole authority to select legal counsel of its choice. 4.5. In the event that the parties have been found jointly and its subcontractorsseverally liable to a third party, vendors, agents, employees and representatives and representatives) relating to possession, ownership, operation and maintenance liability shall be apportioned consistent with the relative degree of any Unit from and after fault of each party. 4.6. The indemnifications provided for by the time foregoing paragraphs shall survive the termination of delivery of the Unit or Owner in conformance with this ContractAgreement.

Liability and Indemnity. (a) Except as otherwise set forth in this Contract 13.1 Lessee will indemnify and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save hold Lessor harmless Owner, its affiliates, and their officers, directors, employees and representatives from any and all third party liensclaims (including claims by any User, any Governmental Entity or member of the public), damages, losses, liabilities, costs, expenses, claims and demands whatsoever suits (including costs and reasonable attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ feesexpenses of defending against any claims) against Builder (“Damages”) arising from (i) any breach by Lessee of or against the Vessels inaccuracy in its representations and warranties contained in or made by or pursuant to this Agreement, (ii) any manner related to Owner’s breach by Lessee of its obligations under this Contract Agreement, (iii) the negligence or the obligations wilful misconduct of its Builders (except Builder and its subcontractors, vendors, Lessee or Lessee’s agents, employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officersservants, employees, agents licensees or representatives other invitees in or about any Site, unless such Damages are caused by, or are the result of, the misconduct or negligence of Lessor (“Owner Group”in any capacity) from and against all liabilitiesor any of Lessor’s agents, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officersservants, employees, agents licensees or representatives invitees and (“Builder Group”iv) may hereinafter sufferany matter, incur, fact or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent circumstance arising out of or in connection with Lessee’s use of a Site or Lessee’s conduct of its Business, including any Environmental Damage to a Site. 13.2 Lessor will indemnify and hold Lessee harmless from all Damages arising from (i) any breach by Lessor of or inaccuracy in its representations and warranties contained in or made by or pursuant to this Agreement, (ii) any breach by Lessor of its obligations under this Agreement (iii) the acts negligence or omissions wilful misconduct of Owner, its Lessor or Lessor’s agents, representatives and servants, employees, licensees or other contractors (exclusive invitees in or about any Site, unless such Damages are caused by, or are the result of, the misconduct or negligence of Builder and its subcontractors, vendors, Lessee or any of Lessee’s agents, employees servants, employees, licensees or invitees and representatives and representatives(iv) relating any matter, fact or circumstance arising out of or in connection with Lessor’s use of a Site or Lessor’s conduct of its Business prior to possession, ownership, operation and maintenance of any Unit from and after the time of delivery commencement of the Unit or Owner in conformance with this ContractTerm, including any Environmental Damage to a Site prior to commencement of the Term.

Liability and Indemnity. (a) Except as otherwise set forth The Manager shall not be liable to the Company for any liabilities, obligations, losses (including without limitation losses arising out of delay, mis-delivery or error in this Contract the transmission of any letter, cable, telex, telephonic communication, telephone, facsimile transmission or other electronic transmission in a readable form) damages, actions, proceedings, suits, costs, expenses (including without limitation legal expenses) claims and except for risks and liabilities arising demands (“Liabilities”) suffered by the Company in connection with the acts subject matter of this Agreement unless such Liabilities arise from the fraud, wilful default or omissions gross negligence of Ownerthe Manager or its agents, Owner’s other contractors officers or employees (except Builder so far as the Company may from time to time be an agent of the Manager) in the discharge of its functions under this Agreement, and subject to and without prejudice to the foregoing the Company shall indemnify and keep indemnified the Manager and its subcontractors), subcontractors, vendors, agents, officers and employees or representative, Builder will assume all risks from and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises. (b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from against any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner Liabilities which may be suffered or incurred by or asserted against the Vessels in any manner related to the Work to be performed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Builder or against the Vessels in any manner related to Owner’s obligations under this Contract or the obligations of its Builders (except Builder Manager and its subcontractors, vendors, agents, officers and employees and representatives), subcontractors, vendors, agents employees or representatives. (c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or representatives (“Owner Group”) from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s). (d) To the fullest extent permitted by applicable law, the Owner shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s). (e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the extent arising out of or in connection with the acts performance of its or omissions their duties hereunder except such as may be due to the fraud, wilful default or gross negligence of Ownerthe Manager or its agents, officers or employees provided always that (subject as hereinafter provided) the Manager shall send to the Company as soon as reasonably practicable copies of all claims, letters, summonses, writs or documents which it receives from third parties in connection with the performance of its duties hereunder and give whatever information and assistance the Company may reasonably require. (b) If any action or claim shall be brought against the Manager, its agents, representatives and other contractors (exclusive officers or employees in respect of Builder and which it appears that an indemnity may be sought from the Company pursuant to this Clause, the Manager, its subcontractors, vendors, agents, employees officers or employees, as the case may be, shall as soon as reasonably practicable notify the Company in writing of such action or claim and representatives the Company may give notice to the Manager, its agents, officers or employees, as the case may be, that the Company wishes to assume the defence thereof whereupon the Manager, its agents, officers or employees, as the case may be, shall, within five business days after receipt of such notice (or such longer period as the Company may allow) elect by notice to the Company either: (i) to retain the conduct of the action or claim in which event such notice shall acknowledge and representatives) relating confirm that no indemnity will be sought from the Company pursuant to possession, ownership, operation and maintenance this Clause in respect of any Unit Liabilities which may result from such action or claim and the Company shall provide the Manager or the agents, officers or employees concerned, as the case may be, with such information and assistance as it or he shall reasonably request at its or his expense (to the extent of out-of-pocket expenses reasonably incurred); or (ii) that the Company shall be entitled to assume the defence thereof, in which case the Company shall keep the Manager, its agents, officers or employees, as the case may be, fully informed about the progress thereof and shall consult in good faith with it as to the conduct thereof and the Manager, its agents, officers or employees, as the case may be, shall provide to the Company, subject to the indemnity contained in sub-clause (a) of this Clause, such information and assistance as it shall reasonably request. (c) The indemnity contained in sub-clause (a) of this Clause shall not extend to any Liabilities which may result from the settlement or compromise of any action or claim brought against the Manager, its agents, officers or employees, made or effected without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed in a case where the Company has not at the time such consent is sought assumed the defence of the action or claim) or any legal expenses being costs, charges and expenses which may result from employment by the Manager, its agents, officers or employees, of their own legal adviser in connection with any action or claim against them after the time defence of delivery of such action or claim has been assumed by the Unit or Owner in conformance with this ContractCompany.