Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and(a) Tenant for itself and all its managers, so long as it does solicensees, shall have no liability to Borrower and Lender hereunder except to the extent a court invitees, agents, and/or invitees assumes all risk of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever related to the use and occupancy of the Premises by Xxxxxx, and waives all claims against Landlord for all claims, damages, and/or losses arising under this Lease or related to the entry on, use, or operation of the Premises or any Tenant Improvements thereon. To the maximum extent permitted under applicable law, TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FOR, FROM AND AGAINST ALL CLAIMS, DAMAGES, SUITS, JUDGMENTS OR CAUSES OF ACTION ON ACCOUNT OF INJURY TO OR DEATH OF PERSONS OR LOSS OR DAMAGE TO PROPERTY, OR AS A RESULT OF ANY ACT OR OMISSION OF TENANT IN VIOLATION OR CONTRAVENTION OF THE TERMS OF THIS LEASE WHICH MAY RESULT FROM, ARISE IN ANY MANNER OUT OF THE MANAGEMENT, CONTROL, USE, OCCUPANCY, OPERATION, OR IMPROVEMENT OF THE PREMISES OR ANY TENANT IMPROVEMENTS THEREON DURING THE TERM OF THIS LEASE. Tenant shall acquire commercial liability insurance in an amount no less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single limits, in a form satisfactory to Landlord, and including the Landlord as additional insured and/or loss payee, as applicable, for protection from any liability above described at no cost or expense to Landlord. A waiver of subrogation must be included in the Tenant’s insurance. Tenant shall provide Landlord with a certificate of insurance or other evidence of coverage reasonably requested by Landlord upon execution of this Lease and annually thereafter. The indemnity and other obligations of Tenant under this Section 13 shall survive termination or expiration of this Lease. (b) Tenant must require all private concessionaires, users, and event sponsors with respect to use and occupancy of the Trail, Tenant Improvements or Premises to provide as a condition to their temporary exclusive use of all or any portion of the Trail, Tenant Improvements or Premises a contractual indemnification supported by liability insurance in a form and content, and with coverage and policy limitations, acceptable to Landlord (“Third Party Indemnity and Insurance”). The Third Party Indemnity and Insurance shall be for the benefit of Landlord and Tenant and include both the Landlord and Tenant as an additional insured. If and to the extent, the Tenant permits sublicensees or any third-party use (including but not limited to lost profits)privately sponsored uses and events such as charity races, even if Escrow Agent has been advised athletic club usage, and trail “adoptions”) within the Premises, then each third party must provide the Third Party Indemnity and Insurance with insurance coverage that at least matches the insurance requirements listed in this Section 13. Any third party user or occupant of the likelihood Premises must provide the Landlord with a certificate of such loss or damage insurance evidencing the insurance requirements of any Third Party Indemnity and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to Insurance have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for met. (c) Notwithstanding anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect herein to the rightscontrary, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement Landlord shall in the no event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to Tenant for any of the parties heretoindirect or consequential damages, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision and no personal liability of any arbitrator be entered without jurisdiction kind or be invalid for character whatsoever now attaches or at any reason time hereafter under any conditions shall attach to Landlord or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directorspartners, officers, agents and employees (the “Indemnified Parties”) from all lossdirectors, liability or expense (including the reasonable fees and expenses consultants of outside counsel and the cost and expense of any interpleader action Landlord as authorized applicable under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of relation to this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this AgreementLease. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control a) Except with respect to the rightsPrivate Owner Pledged Account and, dutiesif applicable, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts funds or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writPermitted Investments on deposit in, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversedcredited to, modifiedsuch Account, annulled or vacated. b. In the event any dispute shall arise between Borrower Company will indemnify and Lender with respect to hold harmless the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, Custodian and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) Custodian and Paying Agent from and against any and all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense Losses of any interpleader action as authorized under Section 7.b. above) kind or nature whatsoever that might be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them pursuant to this Agreement unless such Losses were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following employees of the Custodian and Paying Agent. The foregoing indemnification will survive any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. In receiving (b) The Private Owner will indemnify and hold harmless the EscrowPaying Agent and the directors, Escrow officers, agents and employees of the Paying Agent acts only as a depository for Borrower from and Lender against any and assumes no responsibility except all Losses of any kind or nature whatsoever that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, or any action taken or not taken by it pursuant to this Agreement with respect to the provisions Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification will survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. All . (c) If the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then-controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the terms and conditions Custodial Documents in connection with Escrow Agent’s duties and responsibilitiesthe form of Exhibit H (a “Custodial Delivery Failure”), and the rights of Borrower and Lender or anyone else then (i) with respect to Escrow any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly is to deliver to the Company upon request a Lost Instrument Affidavit in the form of Exhibit L (unless the original Note has been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the Custodian will indemnify the Company in accordance with Section 13.1(d) and (B) at the Company’s option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Fitch Ratings Inc., Xxxxx’x Investors Service, Inc. or S&P Global Ratings, the Custodian is to obtain and maintain an insurance bond naming the Company and its successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then-outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent will indemnify and hold harmless the Company, the Initial Member and its directors, officers, employees, agents and designees, from and against any and all Losses of any kind or nature whatsoever that might be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, are contained solely lack of good faith or willful misconduct or any breach of any of the representations, warranties or, taking into account any applicable standard of care or limitations otherwise set forth in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance obligations of the provisions Custodian and Paying Agent contained in this Agreement; provided, however, that in no event will the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent have any such other agreementsliability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification will survive any termination or assignment of this Agreement.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent (1) Arvato will be liable for specialall claims for damages, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)costs, even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionetc. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with the Agreement, its Schedules and Exhibits, Appendices and Amendments that are caused of by either Arvato’s or any of its Subcontractors’ at least negligent acts or omissions, upon the following terms: (i2) Escrow AgentWith respect to storage and distribution (logistics services) Arvato’s execution liability begins with the collection of the respective Products at the Third Party facility unloading ramp and performance ends with the delivery of the Products to the Customer (Sec. 9 Clause (3)). (3) Subject to following clause (8), Arvato’s liability (including indemnifications) to APR for any and all claims of all claimants whatsoever of any kind and nature arising in a contractual year out of or in connection with this Agreement, except its Schedules and Exhibits, Appendices and Amendments including the Quality Agreement shall be limited to an aggregate in any contractual year limited by EUR 200.000 per year. (4) Subject to following clause (8), in no event shall Arvato be liable for any indirect or consequential damages or lost profit, loss of revenue or goodwill, whereby the indemnity claim will also include the costs of any judicial and/or extra-judicial legal enforcement/defense. (5) With respect to all remediable defects or deficiencies each Party shall notify the other in writing without undue delay of a recognized or recognizable defect or deficiency for Product handled or to be handled by Arvato. Provided that the respective cure period for a remediable breach has lapsed and the respective breach has not been cured, then APR shall be entitled to claim damages within the limitations set forth in this Section 11. (6) Notwithstanding the foregoing clause (5), in the event APR submits any information or material that does not conform to Arvato’s specifications as set in the Schedule B (Business Requirements Document) and Quality Agreement or otherwise does not meet the requirements set by Arvato, Arvato liability for claimed defects, deficiencies, damages or other losses arising as a result thereof shall be excluded for as long as such claimed defect or damages are direct consequence of the omissions or defects from APR. (7) Arvato’s liability shall be excluded in case Arvato has acted in accordance with APR’s written instructions or specifications pursuant to this Agreement and APR shall hold harmless Arvato against any Third Parties’ claims or losses arising out of such instructions or specifications. (8) Under no circumstances shall any of the above limitations in clauses (1) through (7) be construed as limiting the liability of Arvato in respect of any Indemnified Party claim raised as a result of fraud, intent. wilful misconduct or gross negligence. or in respect of death or personal injury caused by the relevant Party’s negligence or any other liability which cannot, under Applicable Law, be limited or excluded. (9) If and to the extent that a Party’s liability is disclaimed and excluded under the aforementioned provisions. the other Party shall indemnify such lossParty with respect to all Third Party claims, liability or expense is due whereby the indemnity claim will also include the costs of any judicial and/or extra-judicial legal enforcement/defense. Settlements and acknowledgements under this indemnity obligation are subject to the gross negligence or willful misconduct written consent of the Party that has to be maintained harmless. (10) If and to the extent Arvato is liable to APR according to this Section 11, Arvato shall indemnify and hold APR harmless. Notwithstanding the foregoing, Arvato shall not be liable under this Section 11, if APR: (i) fails to give Arvato written notice of any such Indemnified Party, or claim within the terms settled by the Applicable Law; (ii) its following any instructions or other directions executed by Borrower fails to allow Arvato the right to participate in the defence and Lender. Borrower and Lender acknowledge that settlement of the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only claim as a depository for Borrower and Lender and assumes no responsibility except pursuant participant, as long as Arvato has formally requested to participate; (iii) fails to give Arvato all reasonably requested assistance in the provisions of this Agreement. All defence or settlement of the terms and conditions in connection with Escrow Agentclaim (at Arvato expenses); or (iv) enters into any settlement or compromise of the claim without the Arvato’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and prior written consent (that shall not unreasonably withheld), provided, however, that (a) clauses (ii) through (iv) shall only apply after Arvato has acknowledged its obligation to indemnify APR against such claim, should the defence not be charged with any responsibility successful, to APR in writing, and (b) the exclusion from liability set forth in clauses (i) through (iv) would only apply if Arvato’s ability to defend itself or limit its liability hereunder has been materially impaired or damaged by APR’s failure to fulfil the conditions set forth in connection with the observance of the provisions of any such other agreementsclauses (i) through (iv).

Liability Indemnification. Escrow Agent (a) Neither Seller nor any Supplier shall perform be liable to Purchaser, any Dealer-Customer or any other person for any damage to or loss of property, or for injury to or death of persons, or for the violation by Purchaser or, any Dealer-Customer , of any governmental statute, law, regulation, rule, or ordinance, arising from the operation or activities of Purchaser, or any Dealer-Customer pursuant to this Agreement. Purchaser shall indemnify, protect, defend, and save Seller and each Supplier harmless from and against any and all losses, claims, liabilities, environmental cleanup costs, fines, penalties, suits and actions, judgments and costs, including attorneys' fees and the costs of litigation (collectively “Loss”), which shall arise from, or grow out of, any injury to or death of persons, or damage to or loss of property, or violation by Purchaser, or any Dealer-Customer of any governmental statute, law, regulation, rule, or ordinance, directly or indirectly resulting from, or in any way connected with (a) Purchaser's performance of this Agreement, (b) any Dealer-Customer of any contract with Purchaser for the supply of motor fuel at the Dealer-Customer's Station, (c) the operations of Purchaser or any Dealer-Customer, or activities of any other person, at the respective Stations, or (d) the condition of any Station or of the adjoining streets, sidewalks or ways, irrespective of whether such duties as are specifically set forth herein andinjury, so long as it does sodeath, damage or loss is sustained by Purchaser, any Dealer-Customer or any other person which may seek to hold Seller or any Supplier liable provided, however, Purchaser shall have hold no liability to Borrower and Lender indemnity obligation hereunder except to the extent a court of competent jurisdiction determines that Escrow Agentfor Loss if such Loss results from Seller’s fraud, or Supplier’s gross negligence or willful misconduct was the primary cause intentional misconduct. The existence or non-existence of any loss to Borrower or Lender. Anything in insurance required under this Agreement to will not limit Purchaser's indemnity or other obligations under this Agreement. This indemnity shall survive the contrary notwithstanding, in termination or nonrenewal of this Agreement. (b) In no event shall Escrow Agent any party be liable for specialany punitive, incidental, consequential, special or indirect damages, including loss of future revenue or consequential income, loss of business reputation or damage of any kind whatsoever (including but not limited opportunity relating to lost profits), even if Escrow Agent has been advised of the likelihood of such loss breach or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions alleged breach of this Agreement, or with diminution of value or any instructions, claims or demands from losses based on any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all type of the parties hereto or by a final arbitration decision or a non-appealable order or judgment multiple of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this AgreementEBITDA, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreementfraud. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control a) Except with respect to the rightsPrivate Owner Pledged Account and the Qualifying Cash Collateral on deposit in such Account, duties, liabilities, the Company shall indemnify and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in hold harmless the event that it becomes aware of any dispute between Borrower Custodian and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) from Custodian and Paying Agent against any and all lossliabilities, liability obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expense (disbursements of any kind or nature whatsoever, including the reasonable attorney’s fees and expenses of outside counsel and the cost and expense of litigation costs, that may be imposed on, incurred by, or asserted against it or them in any interpleader action as authorized under Section 7.b. above) way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following any instructions or other directions executed by Borrower employees of the Custodian and LenderPaying Agent. Borrower and Lender acknowledge that the The foregoing indemnities indemnification shall survive the any resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. In receiving (b) The Private Owner shall indemnify and hold harmless the EscrowPaying Agent and the directors, Escrow officers, agents and employees of the Paying Agent acts only as a depository for Borrower against any and Lender all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and assumes no responsibility except litigation costs, that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the provisions Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. All . (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the terms and conditions Custodial Documents in connection with Escrow Agent’s duties and responsibilitiesthe form attached as Exhibit H (a “Custodial Delivery Failure”), and the rights of Borrower and Lender or anyone else then (i) with respect to Escrow any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the Custodian shall indemnify the Company, the Purchase Money Notes Guarantor, the NGPMN Agent and the Collateral Agent and the Advance Lender in accordance with Section 13.1(d) and (B) at the Company’s option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of XxXxxx-Xxxx Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, are the NGPMN Holder and the Collateral Agent and the Advance Lender, and their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder and the Collateral Agent and the Advance Lender and their respective directors, officers, employees, agents and designees, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained solely in this Agreement; provided, however, that in no event shall the Custodian and Escrow Paying Agent is not expected or required to be familiar with the provisions of any other agreementsdirectors, and shall not be charged with any responsibility officers, agents or liability in connection with the observance employees of the provisions Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of any such other agreementsthis Agreement.

Liability Indemnification. Escrow Agent (a) The Company shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower indemnify and Lender hereunder except to hold harmless the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage Custodian and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) from Custodian and Paying Agent against any and all lossliabilities, liability obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expense (disbursements of any kind or nature whatsoever, including the reasonable attorney’s fees and expenses of outside counsel and the cost and expense of litigation costs, that may be imposed on, incurred by, or asserted against it or them in any interpleader action as authorized under Section 7.b. above) way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of this Agreementthe breach by the Custodian and Paying Agent of its obligations hereunder, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following any instructions or other directions executed by Borrower employees of the Custodian and LenderPaying Agent. Borrower and Lender acknowledge that the The foregoing indemnities indemnification shall survive the any resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. (b) In receiving the Escrowevent that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the provisions Custodial Documents in the form attached as Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Loan, including a missing Note, (A) the Custodian shall indemnify the Company, the Purchase Money Notes Guarantor and the Collateral Agent in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of XxXxxx-Xxxx, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor and the Collateral Agent, and their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Loan or such lesser amount requested by the Company in the Company’s sole discretion. (c) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Notes Guarantor and the Collateral Agent and their respective directors, officers, employees, agents and designees, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained herein; provided that in no event shall the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and(a) The Employer will be solely responsible for notifying LBS on a timely basis of each qualifying event that entitles one or more qualified beneficiaries to Continuation Coverage. The Employer will also be solely responsible for providing LBS with all information and data needed for LBS to notify qualified beneficiaries of their rights and obligations under Continuation Coverage. The Employer will also be responsible for providing LBS with all information and data needed for providing a general notice, so long as it does soif applicable, shall have no liability and a Continuation Coverage unavailability notice. (b) In the event that the Employer fails to Borrower notify LBS of a qualifying event or fails to provide LBS with accurate information and Lender hereunder except data needed for LBS to notify qualified beneficiaries of their rights and obligations under Continuation Coverage, the extent a court of Employer agrees to defend with competent jurisdiction determines that Escrow Agent’s fraudcounsel, gross negligence or willful misconduct was the primary cause of indemnify, and hold LBS harmless from and against any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstandingand all damages, in no event shall Escrow Agent be liable for specialliabilities, indirect or consequential loss or damage of any kind whatsoever losses, costs, claims, penalties, and expenses (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood reasonable attorneys’ fees) incurred by LBS and arising out of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsfailure. In the event that Escrow Agent the Employer fails to defend an action arising out of such failure, LBS shall be uncertain as have the right to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any defend and control the defense of the provisions of this Agreementaction, and the Employer shall promptly reimburse LBS for all reasonable costs and expenses incurred by LBS in conducting the defense (including reasonable attorneys’ fees). (c) In the event that LBS, its agents, or its employees fail to perform as provided in this Agreement and such failure is due to LBS’, its agents’, or its employees’ gross negligence or intentional misconduct, LBS shall defend with competent counsel, indemnify, and hold the Employer harmless from and against any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, dutiesdamages, liabilities, losses, costs, claims, penalties, and immunities expenses (including reasonable attorneys’ fees) incurred by the Employer and arising out of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in such failure. In the event that it becomes aware LBS fails to defend the Employer as provided above, the Employer shall have the right to defend and control defense of any dispute between Borrower and Lender action as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitratordescribed above, and LBS shall promptly reimburse the Employer for all reasonable costs and expenses incurred by the Employer in conducting the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense defense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreementattorneys’ fees). d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the RequestRelease, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request Release into the United States District Court for the Northern District of the State of UtahIllinois, and thereafter shall be fully relieved from any and all liability or obligation with respect to the RequestRelease. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b8.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its any Indemnified Party following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent (a) The Company shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower indemnify and Lender hereunder except to hold harmless the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage Custodian and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) from Custodian and Paying Agent against any and all lossliabilities, liability obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expense (disbursements of any kind or nature whatsoever, including the reasonable attorney’s fees and expenses of outside counsel and the cost and expense of litigation costs, that may be imposed on, incurred by, or asserted against it or them in any interpleader action as authorized under Section 7.b. above) way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of this Agreementthe breach by the Custodian and Paying Agent of its obligations hereunder, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following any instructions or other directions executed by Borrower employees of the Custodian and LenderPaying Agent. Borrower and Lender acknowledge that the The foregoing indemnities indemnification shall survive the any resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. (b) In receiving the Escrowevent that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Mortgage Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the provisions Custodial Documents in the form attached as Exhibit H (a “Custodial Delivery Failure”), then (i) with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Mortgage Loan, including a missing Note, (A) the Custodian shall indemnify the Company, the Purchase Money Note Guarantor and the Collateral Agent in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of XxXxxx-Xxxx, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Note Guarantor and the Collateral Agent, and their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Mortgage Loan or such lesser amount requested by the Company in the Company’s sole discretion. (c) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Note Guarantor and the Collateral Agent and their respective directors, officers, employees, agents and designees, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained herein; provided that in no event shall the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent 9.13.1 Holder has no obligations whatsoever, express or implied, relating to the use, payment of taxes or other fees, maintenance or operation of the Property. Holder's exercise of, explicit waiver or failure to exercise, any right conferred by this Conservation Easement shall perform not be deemed to be a management or control of the activities on the Property. 9.13.2 Holder shall not be liable to Landowner for injuries or death to persons or damage to property or other harm in connection with Holder's administration and/or enforcement of this Conservation Easement, unless such duties as are specifically set forth herein andharm is due to the negligence of Holder or its agents, so long as it does soin which case liability shall be apportioned accordingly under applicable law. 9.13.3 Landowner shall indemnify and hold Holder harmless from any and all judgments, costs, claims or liability, including but not limited to reasonable attorney's fees arising from any personal injury, accidents, negligence or damage relating to the Property, or any other claim otherwise arising out of the Property unless due to the negligence of Holder or its agents, in which case liability shall be apportioned accordingly under applicable law. 9.13.4 Landowner shall indemnify and hold Holder harmless from and against any and all claims, costs, expenses (including attorney's fees), fines, penalties, assessments, citations, personal injury or death, and the like arising from or out of the existence (actual or alleged) of any and all environmentally hazardous or toxic substances or materials whatsoever on or under the Property. 9.13.5 Holder shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraudLandowner or any other owner for Holder's acts, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything taken in this Agreement to the contrary notwithstandinggood faith, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance connection with the advice or opinion administration of any such counsel, accountants or other skilled persons. this Conservation Easement. 9.13.6 In the event that Escrow Agent shall be uncertain as any person or entity other than Landowner or Holder claims title to its duties the Property or otherwise challenges this Conservation Easement, and such claim impairs or interferes with the rights granted hereunder or shall receive instructionsto Holder, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted Landowner hereby agrees to refrain from taking undertake any action as is reasonably and its sole obligation shall be necessary to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto perfect or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower defend Landowner's title to and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement Holder's interests in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the Property at Landowner's sole cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreementexpense. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent a) Each Committee Member undertakes to perform only such duties as are expressly specifically set forth herein in this Agreement and no duties implied covenants or obligations shall be impliedread into this Agreement against any Committee Member. No Committee Member shall be liable, responsible or accountable in damages or otherwise for any Loss (including Losses that are costs and expenses of defense of claims, as incurred) incurred by reason of having been a Committee Member or resulting from administration of any Claims or the Escrow Agent may rely upon and Account or any decision, action or failure to act, except to the extent that any such Loss shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented finally determined by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that jurisdiction to have been primarily caused by the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence bad faith or willful misconduct of such Indemnified PartyCommittee Member. Each Holder, by virtue of its acceptance of a CCCP, shall be deemed to have consented and agreed to release and forever discharge each Committee Member from and against any and all liabilities, responsibilities and claims for damages or otherwise for any Loss incurred by reason of having been a Committee Member or resulting from administration of any Claims or the Escrow Account or any decision, action or failure to act, except to the extent that any such Loss shall have been finally determined by a court of competent jurisdiction to have been primarily caused by the bad faith or willful misconduct of such Committee Member. (iib) The Company shall indemnify and hold harmless each Committee Member against any Loss incurred by reason of having been a Committee Member or resulting from administration of any Claims or the Escrow Account or any decision, action or failure to act, except to the extent that any such Loss shall have been finally determined by a court of competent jurisdiction to have been primarily caused by the bad faith or willful misconduct of such Committee Member. The Company shall advance payments in connection with its following indemnification obligations under this Section 3.07(b) upon request of any instructions Committee Member; provided that such Committee Member shall have delivered to the Company a written undertaking to repay any amount advanced in the event it is subsequently determined in a final non-appealable judgment rendered by a court of competent jurisdiction that such Loss was primarily caused by the bad faith or willful misconduct of such Committee Member. The rights of each Committee Member under this Section 3.07(b) are in addition to, and not in substitution for, any other directions executed by Borrower rights to which such Committee Member may be entitled, whether pursuant to law, contract or otherwise. These rights are intended to benefit, and Lendershall be enforceable by, each Committee Member. Borrower The obligations of the Company under this Section 3.07(b) shall not be terminated or modified in such a manner as to adversely affect the rights of any Committee Member without the consent of such Committee Member and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this AgreementAgreement and the removal or resignation of any Committee Member. d. In receiving the Escrow(c) Notwithstanding Section 3.07(b), Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except all Losses indemnified pursuant to Section 3.07(b) (including amounts advanced pursuant to the provisions of this Agreement. All second sentence thereof) shall be deemed to be Escrow Expenses and shall be paid out (i) first from the Escrow Assets until such time as the Escrow Assets are exhausted or finally distributed to the Holders pursuant to Article V and (ii) then from the Earnings until the Earnings are exhausted, before the Company shall be obligated to make any payments pursuant to Section 3.07(b); provided that should any Claim Proceeds be received after the Company has made any payments pursuant to Section 3.07(b) due to exhaustion of the terms Escrow Assets and conditions Earnings, the Company shall be entitled to reimbursement of an amount in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect cash equal to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreementspayments from such Claim Proceeds.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control a) Except with respect to the rightsPrivate Owner Pledged Account and, dutiesif applicable, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts funds or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writPermitted Investments on deposit in, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversedcredited to, modifiedsuch Account, annulled or vacated. b. In the event any dispute Company shall arise between Borrower indemnify and Lender with respect to hold harmless the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, Custodian and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) Custodian and Paying Agent from and against any and all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense Losses of any interpleader action as authorized under Section 7.b. above) kind or nature whatsoever that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them hereunder unless such Losses were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following any instructions or other directions executed by Borrower employees of the Custodian and LenderPaying Agent. Borrower and Lender acknowledge that the The foregoing indemnities indemnification shall survive the any resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. In receiving (b) 1l1e Private Owner shall indemnify and hold harmless the EscrowPaying Agent and the directors, Escrow officers, agents and employees of the Paying Agent acts only as a depository for Borrower from and Lender against any and assumes no responsibility except all Losses of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Accotmt, or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the provisions Private Owner Pledged Account or, if applicable, any funds or Pennitted Investments on deposit in, or credited to, such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. All . (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the terms and conditions Custodial Documents in connection with Escrow Agent’s duties and responsibilitiesthe form attached as Exhibit H hereto (a "Custodial Delivery Failure"), and the rights of Borrower and Lender or anyone else then (i) with respect to Escrow any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached hereto as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the Custodian shall 52 CADCIRADC' Ventu~e 20 t t -I Structured Transaction Cu>todi~IHnd Puymg Agency Agreement Ver>ion 3 1 '4 EXEC\!TION VERSION indemnify the Company, each Purchase Money Notes Guarantor, the PMN Agent and the Holders in accordance with Section 13.l(d) and (ill at the Company's option, at any time the long term obligations of the Custodian arc rated below the second highest rating category of Xxxxx'x Investors Service, Inc. or Standard and Poor's Ratings Group, a division of McGraw· Hill Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, each Purchase Money Notes Guarantor , the P:MN Agent and the Holders and their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company's sole discretion. (d) The Custodian and Paying Agent shall indemnify and hold harmless the Company, the PMN Agent, are the Initial Member, each Purchase Money Notes Guarantor and the Holders and their respective directors, o.flicers, employees, agents and designees, from and against any and all Losses of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent's negligence, lack of good faith or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained solely in this Agreement; provided, however, that in no event shall the Custodian and Escrow Paying Agent is not expected or required to be familiar with the provisions of any other agreementsdirectors, and shall not be charged with any responsibility officers, agents or liability in connection with the observance employees of the provisions Custodian and Paying Agent have any liability \Vith respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of any such other agreementsthis Agreement.

Liability Indemnification. Escrow (a) The Debtors shall, jointly and severally, indemnify and hold harmless each of the Custodian, the Paying Agent shall perform (including in its capacity as Notes Registrar) and their respective directors, officers, affiliates, assigns, agents and employees (each, a “Debtor Indemnitee”) against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (whether involving such duties as are specifically set forth herein andDebtor or any third person), so long as including Attorney Costs and litigation costs that may be imposed on, incurred by, or asserted against it does soor them in any way relating to or arising out of this Agreement, shall have no liability to Borrower and Lender any PA Financing Transaction Documents or any action taken or not taken by it or them hereunder except to or thereunder, including in connection with the extent a court enforcement of competent jurisdiction determines that Escrow Agent’s fraudthis indemnity (collectively, “CPAA Losses”) unless such CPAA Losses imposed on, incurred by or asserted against such Debtor Indemnitee were caused by the gross negligence negligence, or willful misconduct of such Debtor Indemnitee. The foregoing indemnification shall survive any resignation or removal of the Custodian or the Paying Agent, as applicable, or the termination or assignment of this Agreement. (b) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the primary cause then-controlling Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of Custodial Documents (a “Custodial Delivery Failure”), then (i) with respect to any missing Loan Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Loan Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Loan, including a missing Loan Note, (A) the Custodian shall indemnify each Debtor and each Secured Party in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long-term obligations of the Custodian are rated below the second highest rating category of Xxxxx’x or S&P, the Custodian shall obtain and maintain an insurance bond naming the Debtors and the Collateral Agent, and their successors in interest and assigns, as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then-outstanding principal balance of the related Loan or such lesser amount requested by the Company in the Company’s sole discretion. (c) The Custodian hereby indemnifies and holds harmless the other parties to this Agreement, the Secured Parties and their respective directors, officers, employees, agents and designees against any and all CPAA Losses that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith, fraud or willful misconduct or any breach of any loss to Borrower of the conditions, representations, warranties or Lender. Anything in this Agreement to obligations of the contrary notwithstanding, Custodian contained herein; provided that in no event shall Escrow Agent be liable for special, indirect the Custodian or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and or employees (of the “Indemnified Parties”) from all lossCustodian have any liability with respect to any special, liability indirect, punitive or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of consequential damages suffered by any interpleader action as authorized under Section 7.bsuch indemnitee. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the The foregoing indemnities indemnification shall survive the resignation any termination or removal of Escrow Agent or the termination assignment of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the RequestLetter of Credit, or the occurrence of a Payment Default under a NoteDefault, Escrow Agent is permitted to interplead the Request Letter of Credit or the Replacement Letter of Credit or Substitute Collateral, as the case may be, into the Third Judicial District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the RequestLetter of Credit. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to the same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control a) Except with respect to the rightsPrivate Owner Pledged Account and, dutiesif applicable, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts funds or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writPermitted Investments on deposit in, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversedcredited to, modifiedsuch Account, annulled or vacated. b. In the event any dispute shall arise between Borrower Company will indemnify and Lender with respect to hold harmless the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, Custodian and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) Custodian and Paying Agent from and against any and all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense Losses of any interpleader action as authorized under Section 7.b. above) kind or nature whatsoever that might be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them pursuant to this Agreement unless such Losses were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following employees of the Custodian and Paying Agent. The foregoing indemnification will survive any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. In receiving (b) The Private Owner will indemnify and hold harmless the EscrowPaying Agent and the directors, Escrow officers, agents and employees of the Paying Agent acts only as a depository for Borrower from and Lender against any and assumes no responsibility except all Losses of any kind or nature whatsoever that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, or any action taken or not taken by it pursuant to this Agreement with respect to the provisions Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, unless such Losses were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the Private Owner Pledged Account or, if applicable, any funds or Permitted Investments on deposit in, or credited to, such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification will survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. All . (c) If the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then-controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the terms and conditions Custodial Documents in connection with Escrow Agent’s duties and responsibilitiesthe form of Exhibit H (a “Custodial Delivery Failure”), and the rights of Borrower and Lender or anyone else then (i) with respect to Escrow any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly is to deliver to the Company upon request a Lost Instrument Affidavit in the form of Exhibit L (unless the original Note has been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the Custodian will indemnify the Company, each Purchase Money Notes Guarantor, the PMN Agent and the Holders in accordance with Section 13.1(d) and (B) at the Company’s option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Fitch Ratings Inc., Xxxxx’x Investors Service, Inc. or S&P Global Ratings, the Custodian is to obtain and maintain an insurance bond naming the Company, each Purchase Money Notes Guarantor, the PMN Agent and the Holders and their respective successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then-outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent will indemnify and hold harmless the Company, the Initial Member, the PMN Agent, are each Purchase Money Notes Guarantor and the Holders and their respective directors, officers, employees, agents and designees, from and against any and all Losses of any kind or nature whatsoever that might be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained solely in this Agreement; provided, however, that in no event will the Custodian and Escrow Paying Agent is not expected or required to be familiar with the provisions of any other agreementsdirectors, and shall not be charged with any responsibility officers, agents or liability in connection with the observance employees of the provisions Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification will survive any termination or assignment of any such other agreementsthis Agreement.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any dispute between Borrower and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the such Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Agent and its directors, officers, agents and employees (the “Indemnified Parties”) from all loss, liability or expense (including the reasonable fees and expenses of outside counsel and the cost and expense of any interpleader action as authorized under Section 7.b. above) arising out of or in connection with (i) Escrow Agent’s execution and performance of this Agreement, except in the case of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnified Party, or (ii) its following any instructions or other directions executed by Borrower and Lender. Borrower and Lender acknowledge that the foregoing indemnities shall survive the resignation or removal of Escrow Agent or the termination of this Agreement. d. In receiving the Escrow, Escrow Agent acts only as a depository for Borrower and Lender and assumes no responsibility except pursuant to the provisions of this Agreement. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities, and the rights of Borrower and Lender or anyone else with respect to Escrow Agent, are contained solely in this Agreement, and Escrow Agent is not expected or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreements.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control a) Except with respect to the rightsPrivate Owner Pledged Account and the Qualifying Cash Collateral on deposit in such Account, duties, liabilities, the Company shall indemnify and immunities of Escrow Agent: a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in hold harmless the event that it becomes aware of any dispute between Borrower Custodian and Lender as to any facts or as to the happening of any contemplated event precedent to such action. Escrow Agent is hereby authorized to comply with and obey all final nonappealable orders, judgments, decrees or writs entered or issued by any court or final decision of any arbitrator, and in the event Escrow Agent obeys or complies with any such final nonappealable order, judgment, decree or writ of any court or final decision of any arbitrator, in whole or in part, after giving Borrower and Lender seven (7) days’ prior written notice, it shall not be liable to any of the parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final nonappealable order, judgment, decree, writ, or final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. b. In the event any dispute shall arise between Borrower and Lender with respect to the disposition or delivery of the Request, or the occurrence of a Payment Default under a Note, Escrow Agent is permitted to interplead the Request into the District Court of the State of Utah, and thereafter shall be fully relieved from any and all liability or obligation with respect to the Request. Borrower and Lender further agree to pursue any redress or recourse in connection with such a dispute without making Escrow Agent a party to same. c. Borrower and Lender shall each severally indemnify, defend and save harmless Escrow Paying Agent and its the directors, officers, agents and employees (of the “Indemnified Parties”) from Custodian and Paying Agent against any and all lossliabilities, liability obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expense (disbursements of any kind or nature whatsoever, including the reasonable attorney’s fees and expenses of outside counsel and the cost and expense of litigation costs, that may be imposed on, incurred by, or asserted against it or them in any interpleader action as authorized under Section 7.b. above) way relating to or arising out of this Agreement or in connection with (i) Escrow Agent’s execution any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Custodian and performance Paying Agent because of the breach by the Custodian and Paying Agent of its obligations pursuant to this Agreement, except in the case which breach was caused by negligence, lack of any Indemnified Party to the extent that such loss, liability or expense is due to the gross negligence good faith or willful misconduct on the part of such Indemnified Partythe Custodian and Paying Agent or any directors, officers, agents or (ii) its following any instructions or other directions executed by Borrower employees of the Custodian and LenderPaying Agent. Borrower and Lender acknowledge that the The foregoing indemnities indemnification shall survive the any resignation or removal of Escrow the Custodian and Paying Agent or the termination or assignment of this Agreement. d. In receiving (b) The Private Owner shall indemnify and hold harmless the EscrowPaying Agent and the directors, Escrow officers, agents and employees of the Paying Agent acts only as a depository for Borrower against any and Lender all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and assumes no responsibility except litigation costs, that might be imposed on, incurred by or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations pursuant to this Agreement with respect to the provisions Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. All . (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the then controlling Asset Schedule and Exception List within two Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of the terms and conditions Custodial Documents in connection with Escrow Agent’s duties and responsibilitiesthe form attached as Exhibit H (a “Custodial Delivery Failure”), and the rights of Borrower and Lender or anyone else then (i) with respect to Escrow any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three Business Days, the Custodian promptly shall deliver to the Company upon request a Lost Instrument Affidavit in the form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and (ii) with respect to any missing document related to such Asset, including a missing Note, (A) the Custodian shall indemnify the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the Collateral Agent and the Advance Lender in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long term obligations of the Custodian are rated below the second highest rating category of Xxxxx’x Investors Service, Inc. or Standard and Poor’s Ratings Group, a division of XxXxxx-Xxxx Companies, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder, the Collateral Agent and the Advance Lender, and their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such document, in an amount equal to the then outstanding principal balance of the related Asset or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Notes Guarantor, the NGPMN Agent, the NGPMN Holder, the Collateral Agent and the Advance Lender and their respective directors, officers, employees, agents and designees, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any breach of any of the conditions, representations, warranties or obligations of the Custodian and Paying Agent contained solely in this Agreement; provided that in no event shall the Custodian and Paying Agent or any directors, and Escrow Agent is not expected officers, agents or required to be familiar with the provisions of any other agreements, and shall not be charged with any responsibility or liability in connection with the observance employees of the provisions Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification shall survive any termination or assignment of any such other agreementsthis Agreement.