Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The (a) FCCSU-LLC shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of Company, its affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of Company hereby under this Agreement. Further, Company shall indemnify, defend and hold FCCSU-LLC harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any actual or alleged violation or inaccuracy of this Section, the “indemnified parties”) fromany representation or warranty of Company contained in Paragraph 9 above, (ii) agrees that any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the indemnified parties shall not be liable foruse by FCCSU-LLC and/or FUSA of the Marks of Company as contemplated by this Agreement, and (iii) agrees to indemnify and hold harmless any negligent act or omission or willful misconduct of Company or its directors, officers, employees, agents or assigns in connection with the indemnified parties from and against entry into or performance of this Agreement. (except b) Company shall not be responsible in any way for matters directly resulting from any misrepresentation, negligent act or omission or willful misconduct of FCCSU-LLC, its affiliates, officers, directors, agents, or employees in connection with the negligence, breach of contract, willful misconduct, bad faith entry into or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, performance of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation obligation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations FCCSU-LLC under this Agreement. All covenantsFurther, stipulationsFCCSU-LLC shall indemnify, promisesdefend and hold Company harmless from and against all claims, agreements actions, suits or other proceedings, and obligations of the Issuer contained herein shall not be deemed any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to be the covenants, stipulations, promises, agreements and obligations (i) any actual or alleged violation or inaccuracy of any governing body memberrepresentation or warranty of FCCSU-LLC contained in Paragraph 9 above, officer, agent, consultant and legal counsel, servant (ii) any act or employee omission of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered FCCSU-LLC in connection with the investment marketing of funds made Credit Card(s), and (iii) any negligent act or omission or willful misconduct of FCCSU-LLC or its directors, officers, employees, agents or assigns in accordance connection with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust entry into or receive under any of the provisions performance of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentAgreement.

Release and Indemnification. The Company hereby Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (ia) releases The Owner agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company Lessee agrees to use and occupy the Property at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss of or damage to the Property or any part thereof (unless caused by Lessor or Lessor’s agent). Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) caused by, incurred or resulting from Lessee’s operations at the Property or by Lessee’s use and occupancy of the Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. If Lessor shall fail to perform any covenant, term or condition of this Lease upon Lessor's part to be performed under this Lease and if as a consequence of such default Lessee shall recover a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Lessor in connection with the investment Property and out of funds made in accordance with rents or other income from such Property receivable by Lessor, or out of the Indenture, or, absent failure on consideration received by Lessor from the sale or other disposition of all or any part of Lessor's right, title and interest in the Trustee to follow clear Property, and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under neither Lessor nor any of the provisions of this Agreement or the Indenture, except as otherwise specifically its Indemnified Parties shall be liable for any deficiency. It is expressly understood and agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, andthat, subject to the provisions hereinafter stated, limitation set forth in Section 8.05 Lessee’s obligations under this Section shall survive the Company shall assume the defense expiration or earlier termination of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company Seller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an "Escrow Agent Party"), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Escrow Agent's counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Purchaser, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent's obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. The Company Seller and Purchaser hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Escrow Agent’s counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Purchaser, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. (a) The Company shall and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold save the Issuer harmless the indemnified parties against and from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith all claims by or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, on behalf of any nature whatsoever Person arising from any breach or related in any manner whatsoever to default on the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure part of the Company to perform in the performance of any of its obligations under this Agreement. All covenantsIn connection with any action or proceeding arising out of any such claim, stipulationsupon notice from the Issuer, promisesthe Company shall pay their defense costs or the defense cost of either of them. The Company shall indemnify, agreements defend and obligations hold the Trustee and its directors, officers, employees and agents (collectively with the Trustee, the "Indemnitees") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnitee for or in respect of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements Trustee's (1) execution and obligations delivery of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or(2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of the Indenture and (3) performance under the Indenture, absent failure on except in the part case of such performance only and with respect to any Indemnitee to the extent that the Loss resulted from such Indemnitee's negligence or willful misconduct. The provisions of this Section 6.2(a) shall survive the termination of the Indenture and the resignation or removal of the Trustee to follow clear and reasonable instructions for any reason. The Trustee's claims under this section shall have priority over all other claims under the Indenture. (b) Notwithstanding the fact that it is the intention of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys parties hereto that the Trustee may hold at Issuer shall not incur any time in trust or receive under any pecuniary liability by reason of the provisions terms of this Agreement or the Indentureundertakings required of the Issuer hereunder, except as otherwise specifically agreed in writing. Promptly after receipt the issuance of the Bonds, the execution of the Indenture or the performance of any act requested of the Issuer by the Company, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulations pertaining to the foregoing; nevertheless, if the Issuer or Trustee, as the case may be, or should incur any such other indemnified person pecuniary liability, then in such event the Company shall indemnify and hold the Issuer harmless against all claims by or on behalf of notice any Person arising out of the commencement of same and all costs and expenses incurred in connection with any such claim or in connection with any action in respect of which indemnity may be sought against or proceeding brought thereon, and upon notice from the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedIssuer, the Company shall assume pay the reasonable defense costs of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action or proceeding. (c) For purposes of this Section 6.2, the term "Issuer" shall mean the Issuer and to participate in the defense thereofany of its members, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentofficers, employees, agents or representatives.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafterfrom all claims for any damage or injury to the full extent permitted by law, for purposes except to the extent such damage or injury is the result of this Section, the “indemnified parties”) from, (ii) gross negligence or willful misconduct of Lessor. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever for a period equal to the provisions hereinafter statedgreater of three (3) years or the statute of limitations applicable to any claim arising hereunder. Lessor shall indemnify, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory protect, defend and hold Lessee harmless from and against all Losses to the Issuer, Trustee or extent such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense Losses arise out of the Company unless gross negligence or willful misconduct of Lessor or the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentIndemnified Parties.

Release and Indemnification. (a) The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company Landlord Parties shall not be liable to indemnify Tenant and Tenant hereby waives all claims and causes of action against the Landlord Parties for any injury to or death of any person for or damage to or destruction of property in or about the Premises by or from any settlement cause whatsoever, except to the extent resulting from the willful misconduct and gross negligence of a Landlord Party (in which case this waiver shall not apply only as to such Landlord Party). (b) Tenant shall indemnify, protect and hold the Landlord Parties harmless from and defend (by counsel reasonably acceptable to the indemnified party) the Landlord Parties against any and all claims, causes of action, liability, damage, loss or expense (including reasonable attorneys' fees and costs and court costs), statutory or otherwise arising out of or incurred in connection with (i) the use and occupancy of the Premises by Tenant, or any person claiming through Tenant or the presence of Visitors at the Premises, (ii) any activity, work or thing done or permitted or suffered by Tenant in or about the Premises, (iii) any acts, omissions or negligence of Tenant, any person claiming through Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person ("TENANT PARTY" or "TENANT PARTIES"), (iv) any breach, violation or nonperformance by any Tenant Party of any provision of this Lease or of any law, ordinance, rule or other governmental regulation of any kind, or (v) except to the extent resulting from the willful misconduct or gross negligence of an Indemnified Party (in which case this indemnity shall not apply only as to such action effect without its consentIndemnified Party), any injury to or damage to the person, property or business of any Tenant Party. (c) The foregoing indemnity obligations of the parties shall include reasonable attorneys' fees, investigation costs and all other reasonable costs and expenses incurred by reason of any of the foregoing. The provisions of this Paragraph 12 shall survive the expiration or earlier termination of this Lease with respect to any damage, injury or death occurring prior to such expiration or termination.

Release and Indemnification. The Company hereby (ia) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties Xxxxxx shall not be liable forfor and shall defend, and (iii) agrees to indemnify and hold harmless and indemnify the indemnified parties Employer and its employees from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiespenalties, losses, damages, costs, expenses, suitsattorneys’ fees and court costs suffered by the Employer or its employees resulting from the gross negligence, willful misconduct or willful breach of this Agreement by Xxxxxx in the performance of services pursuant to this Agreement; provided that (i) Xxxxxx is promptly notified in writing of such suit or cause of action; (ii) Xxxxxx controls any negotiations or defense and Employer assists Xxxxxx as reasonably required by Xxxxxx; and (iii) Employer takes all reasonable steps to mitigate any potential damages that may result. Notwithstanding the foregoing, Xxxxxx shall have no obligation under the provisions of this 4(a) to the extent Xxxxxx is entitled to indemnification from Employer pursuant to 4(b) or Xxxxxx is otherwise not liable. (b) The Employer shall be liable for and shall defend, hold harmless and indemnify Xxxxxx and its affiliates and their directors, officers, employees, legal representatives, agents, successors, and assigns from and against all claims, settlements penalties, losses, liabilities, damages, demands, lawsuits, causes of action, costs, expenses, attorneys’ fees and judgmentscourt costs (collectively “Losses”) as a result of entering into and performing services under this Agreement or any other cause arising out of this Agreement, of any nature whatsoever arising from or related in any manner whatsoever except to the acquisitionextent those Losses resulted from the gross negligence, improving, equipping, ownership, leasing willful misconduct or operation willful breach of this Agreement by Xxxxxx in the Facilities or any activities related performance of services pursuant to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall . (c) In no event will Xxxxxx be responsible for special, indirect, incidental, consequential or liable for any market loss suffered other similar damages in connection with the investment of funds made in accordance with the Indentureservices performed pursuant to this Agreement, or, absent failure on the part even if Xxxxxx has been advised of the Trustee to follow clear possibility of such damages, and reasonable instructions of the Company in no event will Xxxxxx be responsible for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement providing health care benefits or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement cost thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action . (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company d) Xxxxxx shall not be liable to indemnify any person for any settlement delay or failure to perform under this Agreement resulting, directly or indirectly, from strike, fire, war, insurrection, riot, power failure or a circumstance beyond Xxxxxx’x reasonable control. In case of errors or lost data caused by power failure, mechanical difficulties with information storage and retrieval systems, or other events not attributable to its own negligence or willful misconduct, Xxxxxx’x sole obligation will be to use its reasonable efforts to reconstruct any records maintained by Xxxxxx and to amend any documents prepared by it which may have been affected by such action effect without event, at its consentown expense. (e) Xxxxxx and Employer agree that provisions 4(a), 4(b), 4(c) and 4(d) shall survive the termination of this Agreement.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, NIFA has relied upon information and representations given by or on behalf of the Owner and that NIFA has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce NIFA to make the Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby (i) releases the Issueragrees to release and forever discharge NIFA, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which the Owner has or may hereafter have against NIFA or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, NIFA’s making of the Carryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend NIFA, and its members, officers, agents, employees, successors and assigns, from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”including reasonable attorneys’ fees) or judgment against NIFA arising or resulting from, (ii) agrees that or on account of or pertaining to, whether directly or indirectly, NIFA’s making of the indemnified parties shall not be liable forCarryover Allocation. If any such claim is asserted, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but the fees and expenses of such counsel shall not be at the expense for any reason, either unavailable to NIFA or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of Owner hereby agrees to contribute to all amounts paid or payable by NIFA and such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by NIFA and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of NIFA and such other persons, on the other hand.

Release and Indemnification. The Company hereby (ia) releases the IssuerJUNIPER shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of FRONTIER, its governing body membersaffiliates, officers, directors, agents, including independent contractors, consultants and legal counsel, servants and or employees (hereinafter, for purposes of this Section, in connection with the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith entry into or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, performance of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation obligation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations FRONTIER under this Agreement. All covenantsFurther, stipulationsFRONTIER shall indemnify, promisesdefend and hold JUNIPER harmless from and against all claims, agreements actions, suits or other proceedings, and obligations of the Issuer contained herein shall not be deemed any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to be the covenants, stipulations, promises, agreements and obligations (i) any actual or alleged violation or inaccuracy of any governing body memberrepresentation, officerwarranty or covenant of FRONTIER contained in Paragraph 11 above, agentand (ii) any negligent act or omission or willful misconduct of FRONTIER or its directors, consultant and legal counselofficers, servant employees, agents or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered assigns in connection with the investment entry into or performance of funds made in accordance this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Indenture, or, absent failure on the part of the Trustee to follow clear Securities and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action Exchange Commission. (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel b) FRONTIER shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify responsible in any person way for any settlement misrepresentation, negligent act or omission or willful misconduct of JUNIPER, its affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any such action effect without obligation of JUNIPER under this Agreement. Further, JUNIPER shall indemnify, defend and hold FRONTIER harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation, warranty or covenant of JUNIPER contained in Paragraph 11 above, any assertion that FRONTIER is a creditor in contravention of Section 4(d) above, and any negligent act or omission or willful misconduct of JUNIPER or its consent.directors, officers, employees, agents or assigns in connection with the entry into or performance of this Agreement

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ Adaptive Adventures events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. Undersigned parent, improvingor legal guardian, equippingor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, ownership, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The (a) FUSA shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of Company, its affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of Company hereby under this Agreement. Further, Company shall indemnify, defend and hold FUSA harmless from and against all claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any actual or alleged violation or inaccuracy of this Section, the “indemnified parties”) fromany representation or warranty of Company contained in Xxxxxxxxx 00 xxxxx, (iixx) agrees that any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the indemnified parties shall not be liable foruse by FUSA of the Marks of Company as contemplated by this Agreement, and (iii) agrees to indemnify and hold harmless any negligent act or omission or willful misconduct of Company or its directors, officers, employees, agents or assigns in connection with the indemnified parties from and against entry into or performance of this Agreement. (except b) Company shall not be responsible in any way for matters directly resulting from any misrepresentation, negligent act or omission or willful misconduct of FUSA, its affiliates, officers, directors, agents, or employees in connection with the negligence, breach of contract, willful misconduct, bad faith entry into or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, performance of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation obligation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations FUSA under this Agreement. All covenantsFurther, stipulationsFUSA shall indemnify, promisesdefend and hold Company harmless from and against all claims, agreements actions, suits or other proceedings, and obligations any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to (i) any actual or alleged violation or inaccuracy of any representation or warranty of FUSA contained in Xxxxxxxxx 00 xxxxx, (xx) any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by Company of the Issuer contained herein shall not be deemed to be the covenantsXXXX Xxxxx as contemplated by this Agreement, stipulations, promises, agreements and obligations (iii) any act or omission of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered FUSA in connection with the investment issuance of funds made in accordance Credit Card(s) and/or the administration of Credit Card Accounts which constitutes a violation of the laws of the State of Delaware or any federal or state banking or consumer credit laws or regulations, and (iv) any negligent act or omission or willful misconduct of FUSA or its directors, officers, employees, agents or assigns connection with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust entry or receive under any of the provisions performance of this Agreement or the IndentureAgreement. (c) EXCEPT AS SPECIFIED IN THIS AGREEMENT, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeIN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, as the case may beINCIDENTAL OR CONSEQUENTIAL DAMAGES, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this SectionWHETHER BASED ON BREACH OF CONTRACT, such person will notify the Company in writing of the commencement thereofTORT (INCLUDING NEGLIGENCE) OR OTHERWISE, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentWHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Release and Indemnification. The Company In consideration for Lessor's agreement to consent to the modifications set forth herein, Lessee and Guarantor hereby (i) releases the Issuerwaive and release and forever discharge Lessor and its past, its governing body memberspresent or future officers, officersdirectors, attorneys, agents, including independent contractorsemployees, consultants parent company, affiliates, subsidiaries and legal counselsuccessors and assigns from any liability, servants damage, claim, loss or expense of any kind that they may have now or hereafter against Lessor or any of them arising out of or, in any way, relating to the Lease Agreement and employees all other Obligations, including, but not limited to, those arising from the negotiation, administration or enforcement thereof (hereinafter, for purposes of this Section, the “indemnified partiesReleased Claims”) from, (ii) agrees that the indemnified parties shall not be liable for, ). Lessee and (iii) agrees Guarantor hereby further agree to indemnify and hold Lessor and its past, present or future officers, directors, attorneys, agents, employees, parent company, affiliates, subsidiaries and successors and assigns harmless from any loss, damage, judgment, liability or expense (including counsel fees) suffered by or rendered against Lessor or any of them on account of any claims arising out of or, in any way, relating to the indemnified parties from and against (except for matters directly resulting Lease Agreement including, but not limited to, those arising from the negligencenegotiation, breach administration or enforcement thereof. If, and to the extent that, any Released Claims are, for any reason whatsoever, not fully, finally and forever released and discharged pursuant to the terms above, Lessee and Guarantor hereby absolutely and unconditionally grant sell, bargain, transfer, assign and convey to Lessor all of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claimsthe Released Claims and any proceeds, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to distributions relating thereto. Lessee and Guarantor further state that they have carefully read the foregoing or to release, know the failure of contents thereof and grant the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements same as their own free act and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentdeed.

Release and Indemnification. The Company Tenant agrees to use and occupy the Properties at its own risk and hereby releases Landlord and the other Indemnified Parties from all Losses relating to the Properties and the operation thereof, including without limitation claims for any damage or injury, to the full extent permitted by law, except to the extent such damage or injury is the result of the gross negligence or willful misconduct of Landlord. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other Person. Tenant agrees that any agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Tenant or employee of Tenant or its Affiliates shall be acting as Tenant’s agent with respect to the Properties or any part thereof. Neither Landlord nor Landlord’s agents, employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Tenant shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) arising out of (i) releases any act or occurrence or failure to act alleged to have occurred in, on, around or about the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) fromProperties, (ii) agrees that any failure to maintain, keep or repair the indemnified parties shall not be liable forProperties, and (iii) agrees any condition alleged to indemnify and hold harmless have existed on or have occurred on the indemnified parties from and against Properties or (except for matters directly resulting from iv) any default by Tenant in the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any performance of its obligations under this AgreementLease or any default by Lease Guarantor in the performance of its obligations under the Lease Guaranty. All covenantsIt is expressly understood and agreed that Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever for a period of two (2) years; provided, stipulationsthat the foregoing two-year limitation of survival shall not apply to Tenant’s obligation to indemnify the Indemnified Parties for Losses arising from claims by third parties, promisesincluding Governmental Authorities. Landlord shall indemnify, agreements protect, defend and obligations hold Tenant harmless from and against all Losses to the extent such Losses arise out of the Issuer contained herein gross negligence or willful misconduct of Landlord or other Indemnified Party. The term “gross negligence” or “willful misconduct” as used in this Section 10.01 shall not be deemed include negligence imputed as a matter of law to be the covenants, stipulations, promises, agreements and obligations Landlord or other Indemnified Party solely by reason of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer Landlord’s interest in the individual capacity thereof. No recourse shall be had for the payment of the principal Properties or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Landlord’s failure to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action act in respect of matters which indemnity may be sought against are or were the Company obligation of Tenant under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentLease.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall have survive the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses expiration or earlier termination of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consent.reason whatsoever. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 17

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: a) The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company Seller and Buyer hereby release Escrow Agent and its officers, managers, employees and agents (each, an “Escrow Agent Party”), from any liability, damage, loss, cost or expense incurred by Seller or Buyer to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Escrow Agent’s counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Seller and Buyer, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. The Company hereby No Member shall be liable to the Shareholder for any acts or omissions as a member of the Committee except for his or her own bad faith or willful misconduct. Except with respect to claims based upon such bad faith or willful misconduct that are successfully asserted against such Member, the Shareholder and the other Represented Shareholders shall jointly and severally indemnify and hold harmless each Member from and against any and all damages, losses, liabilities, claims, actions, costs and expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with the Merger Agreement, the Escrow Agreement or this Agreement and the performance of his or her duties hereunder or thereunder. Such Member shall not be liable for any mistake of fact or of law or any error of judgment. Each Member and the Committee is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator. If a Member complies with any such law, order, judgment, decree, or regulation, such Member shall not be liable to the Shareholder or to any other person even if such law, order, judgment, decree or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation or beyond the scope of any constitution or law. If (i) releases a Member is uncertain as to the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) fromCommittee's duties or rights hereunder, (ii) agrees that the indemnified parties shall not be liable forhas received any notice, and (iii) agrees advice, direction or other document from any other party with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsthe Merger Agreement or the Escrow Agreement which, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberMember's opinion, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered is in connection conflict with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement, the Merger Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beEscrow Agreement, or any such other indemnified person of notice of (iii) is aware that a dispute has arisen with respect to this Agreement, the commencement of any action in respect of which indemnity may Merger Agreement or the Escrow Agreement, each Member and the Committee shall be sought against entitled, without liability to the Company Shareholder, to use their best efforts to perform their duties under this SectionAgreement, such person will notify the Company Merger Agreement and the Escrow Agreement until the Committee is directed otherwise in writing by an order, decree, or judgment of the commencement thereof, and, a court of competent jurisdiction which has been finally affirmed on appeal or which by lapse of time or otherwise is no longer subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee appeal or such other person by an accountants' or arbitrators' determination as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate provided in the defense thereof, but Merger Agreement or the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agreement.

Release and Indemnification. The Company Parent and Buyers hereby (i) releases the Issuer, release Escrow Agent and its governing body members, officers, agentsmanagers, including independent contractorsemployees and agents (each, consultants and legal counselan “Escrow Agent Party”), servants and employees (hereinafterfrom any liability, for purposes of this Sectiondamage, loss, cost or expense incurred by Parent or Buyers to the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly extent resulting from the negligence, breach (a) any action taken or not taken by any Escrow Agent Party in good faith upon advice of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of Escrow Agent’s counsel given with respect to any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (b) any action taken or not taken by any Escrow Agent Party in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of the Purchase Agreement and this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Escrow Agent Party. Parent and Buyers, jointly and severally, shall indemnify and hold harmless any Escrow Agent Party against any liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses court costs, incurred by such Escrow Agent Party to the extent resulting from the performance by any Escrow Agent Party of Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEscrow Agent Party.

Release and Indemnification. The Company hereby Owner acknowledges that, in issuing Internal Revenue Service Form 8609 with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue the Form 8609, the Owner agrees as follows: (ia) releases The Owner agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company hereby (i) releases a. Except for the Issuerwillful acts of LICENSOR or the acts of gross negligence by LICENSOR, its governing body members, officers, agents, including independent contractorsservants, consultants and legal counseland/or employees, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall LICENSOR will not be liable forunder any responsibility or liability for the safeguarding of LICENSEE's furniture, fixtures, equipment, or inventory. LICENSEE hereby indemnifies LICENSOR and (iii) agrees covenants to indemnify hold it harmless from any and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damagesliability, costs, expensescharges, suits, claims, settlements and judgments, expenses of any nature whatsoever kind, sort, or description arising directly or indirectly from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions LICENSEE's breach of this Agreement or from LICENSEE's occupancy of the IndentureLicensed Space, and from any liability, costs, charges, and expenses resulting from any injury to person or damage to property occurring in the Licensed Space or in connection with LICENSEE's use thereof, except as otherwise specifically agreed for acts of gross negligence or willful misconduct by LICENSOR, its agents, servants, and/or employees. b. LICENSOR hereby agrees to indemnify LICENSEE from any and all liability, costs, charges, or expenses of any kind, sort, or description arising directly or indirectly from LICENSOR's breach of this Agreement or from LICENSOR's or LICENSOR's willful acts or the acts of gross negligence by LICENSOR, its agents, servants, and/or employees. c. LICENSOR WILL NOT BE LIABLE, AND LICENSEE WAIVES ALL CLAIMS, FOR INJURY TO OR DEATH OF PERSONS OR DAMAGE TO OR LOSS OF PROPERTY SUSTAINED BY LICENSEE OR ITS INVITEES OR GUESTS RESULTING FROM THE IMPROVEMENTS OR ANY PART THEREOF OR ANY OF LICENSOR'S EQUIPMENT OR APPURTENANCES BEING OUT OF REPAIR FOR WHICH LICENSEE WAS RESPONSIBLE FOR REPAIRING, OR RESULTING DIRECTLY OR INDIRECTLY FROM ANY ACT OR NEGLIGENCE OF LICENSEE OR ANY OCCUPANT OF THE BUILDING OR OF ANY OTHER PERSON, OR FROM ANY OTHER CAUSE WHATSOEVER EXCEPT THE GROSS NEGLIGENCE OF LICENSOR, INCLUDING WITHOUT LIMITATION SUCH CLAIMS FOR DAMAGE RESULTING FROM: (i) equipment functioning improperly; (ii) LICENSOR's failure to keep the Licensed Space repaired; (iii) injury done or occasioned by wind; (iv) any defect in writing. Promptly after receipt by or failure of plumbing, heating, or air conditioning equipment, electrical wiring, or installation thereof, gas, water, or steam pipes, stairs, balconies, porches, railings, or sidewalks; (v) broken glass; the Issuer backing up of any sewer pipe or Trusteedownspout; the bursting, as the case may beleaking, or running of any tank, tub, wash stand, toilet, waste pipe, drain, or any such other indemnified person pipe or tank in, on, or about the Licensed Space; the escape of notice of steam or hot water; (vi) the commencement falling of any action in respect of which indemnity may be sought against fixture, plaster, or stucco; and (vii) water, snow, or ice being on or coming through the Company under this Sectionroof or any skylight, such person will notify trap door, stairs, walks, or any other place on or near the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedLicensed Space, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the IssuerStore, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentotherwise.

Release and Indemnification. The Company Seller and Purchaser hereby release Deposit Escrow Agent and its officers, managers, employees and agents (each, a “Deposit Escrow Agent Party”), for any liability, damage, loss, cost or expense incurred by Seller or Purchaser to the extent resulting from (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes any action taken or not taken in good faith upon advice of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees Deposit Escrow Agent’s counsel given with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever questions relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulationsor (ii) any action taken or not taken in reliance upon any document, promises, agreements and obligations of the Issuer contained herein shall not be deemed including any written notice provided to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining Deposit Escrow Agent pursuant to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeAgreement, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, due execution and the Company shall assume the defense validity and effectiveness of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may bedocument, and the payment truth and accuracy of expenses). Insofar as any information contained therein, which such action shall relate Deposit Escrow Agent Party in good faith believes to any alleged liability in respect of which indemnity may be sought against the Companygenuine, the Issuer to have been signed or any such other indemnified presented by a duly authorized person shall have the right to employ separate counsel in any such action or persons and to participate in comply with the defense thereofterms of this Agreement, but except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such Deposit Escrow Agent Party. Seller and Purchaser, jointly and severally, shall indemnify and hold harmless any Deposit Escrow Agent Party against any liability, damage, loss, cost or expense, including reasonable attorneys’ fees and expenses court costs, incurred by such Deposit Escrow Agent Party to the extent resulting from the performance by any Deposit Escrow Agent Party of Deposit Escrow Agent’s obligations under this Agreement, except to the extent resulting from the gross negligence, willful default, intentional misconduct or breach of trust by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentDeposit Escrow Agent Party.

Release and Indemnification. The Company Pledgor and Ableco hereby (i) releases the Issuerrelease Fleet and its respective affiliates, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants officers and employees (hereinafterfrom any and all claims, for purposes causes of action, liabilities, losses, lawsuits, recoupment, demands and/or damages, fines, penalties and expenses that may arise as a result of the transactions contemplated by this Agreement or as a result of Fleet entering into or acting in accordance with this Agreement, making any transfers of funds contemplated by this Agreement, or following any instructions given to Fleet by Ableco or the Pledgor in accordance with the terms of this SectionAgreement, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) except for proven gross negligence or willful misconduct by Fleet. The Pledgor agrees to indemnify and hold harmless the indemnified parties Fleet and its respective affiliates, officers and employees from and against (except for matters directly resulting from the negligenceany and all claims, breach causes of contractaction, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, lawsuits, recoupment, demands and/or damages, costsfines, penalties and expenses, suitsincluding, claimswithout limitation, settlements out of pocket expenses and judgmentsany and all court costs and reasonable attorneys' fees, that may arise as a result of Fleet entering into or taking or failing to take any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations action under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of making any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment transfers of funds made in accordance with contemplated by this Agreement, or following any instructions given to Fleet by Ableco or the IndenturePledgor under this Agreement, orexcept for gross negligence or willful misconduct by Fleet as determined by a final non-appealable judgment of a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement. Ableco will indemnify Fleet, absent failure on the part of the Trustee to follow clear and its officers, directors, employees, and agents, against claims, liabilities, and reasonable expenses (including reasonable attorney fees and disbursements) arising out of (i) directions or instructions given by Ableco to Fleet under this Agreement, (ii) actions taken by Fleet in compliance with such directions or instructions, and (iii) transfers of funds from the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time Collateral Account to Ableco as provided in trust or receive under any of the provisions of this Agreement or the IndentureAgreement, except as otherwise specifically agreed in writing. Promptly after receipt by to the Issuer or Trusteeextent the claims, as the case may beliabilities, or any such other indemnified person expenses are caused by Fleet's gross negligence or willful misconduct as determined by a final non-appealable judgment of notice a court of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentcompetent jurisdiction.

Release and Indemnification. The Company hereby (ia) releases Except for the Issuerwillful acts of LICENSOR or the acts of gross negligence by LICENSOR, its governing body members, officers, agents, including independent contractorsservants, consultants and legal counseland/or employees, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall LICENSOR will not be liable forunder any responsibility or liability for the safeguarding of LICENSEE's furniture, fixtures, equipment, or inventory. LICENSEE hereby indemnifies LICENSOR and (iii) agrees covenants to indemnify hold it harmless from any and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damagesliability, costs, expensescharges, suits, claims, settlements and judgments, expenses of any nature whatsoever kind, sort, or description arising directly or indirectly from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions LICENSEE's breach of this Agreement or from LICENSEE's occupancy of the IndentureLicensed Space, and from any liability, costs, charges, and expenses resulting from any injury to person or damage to property occurring in the Licensed Space or in connection with LICENSEE's use thereof, except as otherwise specifically agreed for acts of gross negligence or willful misconduct by LICENSOR, its agents, servants, and/or employees. (b) LICENSOR hereby agrees to indemnify LICENSEE from any and all liability, costs, charges, or expenses of any kind, sort, or description arising directly or indirectly from LICENSOR's breach of this Agreement or from LICENSOR's or LICENSOR's willful acts or the acts of gross negligence by LICENSOR, its agents, servants, and/or employees. (c) LICENSOR WILL NOT BE LIABLE, AND LICENSEE WAIVES ALL CLAIMS, FOR INJURY TO OR DEATH OF PERSONS OR DAMAGE TO OR LOSS OF PROPERTY SUSTAINED BY LICENSEE OR ITS INVITEES OR GUESTS RESULTING FROM THE IMPROVEMENTS OR ANY PART THEREOF OR ANY OF LICENSOR'S EQUIPMENT OR APPURTENANCES BEING OUT OF REPAIR FOR WHICH LICENSEE WAS RESPONSIBLE FOR REPAIRING, OR RESULTING DIRECTLY OR INDIRECTLY FROM ANY ACT OR NEGLIGENCE OF LICENSEE OR ANY OCCUPANT OF THE BUILDING OR OF ANY OTHER PERSON, OR FROM ANY OTHER CAUSE WHATSOEVER EXCEPT THE GROSS NEGLIGENCE OF LICENSOR, INCLUDING WITHOUT LIMITATION SUCH CLAIMS FOR DAMAGE RESULTING FROM: (i) equipment functioning improperly; (ii) LICENSOR's failure to keep the Licensed Space repaired; (iii) injury done or occasioned by wind; (iv) any defect in writing. Promptly after receipt by or failure of plumbing, heating, or air conditioning equipment, electrical wiring, or installation thereof, gas, water, or steam pipes, stairs, balconies, porches, railings, or sidewalks; (v) broken glass; the Issuer backing up of any sewer pipe or Trusteedownspout; the bursting, as the case may beleaking, or running of any tank, tub, wash stand, toilet, waste pipe, drain, or any such other indemnified person pipe or tank in, on, or about the Licensed Space; the escape of notice of steam or hot water; (vi) the commencement falling of any action in respect of which indemnity may be sought against fixture, plaster, or stucco; and (vii) water, snow, or ice being on or coming through the Company under this Sectionroof or any skylight, such person will notify trap door, stairs, walks, or any other place on or near the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedLicensed Space, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the IssuerStore, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentotherwise.

Release and Indemnification. 13.1. The Company Borrower hereby (i) releases unconditionally releases, remises and forever discharges the IssuerLender and all past, present and future officers, directors, stockholders, agents, employees, attorneys, subsidiaries, affiliates, participants, successors and assigns of the Lender from any and all claims, demands and causes of action of any kind, whether known or unknown, arising out of or related to the Loan, this Agreement and/or the other Loan Documents including, without limitation, any so-called “lender liability” claims or defenses which they may have to the effect that the Lender or any of its governing body membersaffiliates, officers, agentsdirectors, including independent contractorsemployees, consultants and legal counselagents or attorneys may have in any way acted or failed to act in such a manner as to cause injury to the Borrower or anyone claiming through the Borrower, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach beginning of contract, willful misconduct, bad faith or recklessness time through the date of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenantsExcept for the Lender's gross negligence, stipulationswillful misconduct or illegal action, promisesthe Borrower will indemnify and save the Lender harmless from all loss, agreements cost, damage, liability or expenses (including, without limitation, court costs and obligations reasonable out-of-pocket attorneys' fees) that the Lender may sustain or incur by reason of defending or protecting its liens and security interests in the Issuer contained herein shall not be deemed to be collateral securing the covenantsLoan(s) or the priority thereof or in enforcing or collecting the Obligations, stipulations, promises, agreements and obligations or in the prosecution or defense of any governing body member, officer, agent, consultant and legal counsel, servant action or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price proceeding concerning any matter growing out of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made Loan, this Agreement, the other Loan Documents or any other documents, instruments or agreements now or hereafter executed in accordance connection with the IndentureLoan, orthis Agreement, absent failure on the part other Loan Documents, the Obligations or the Collateral. This indemnity shall survive the repayment of the Trustee Obligations, and the termination of any agreement by the Lender to follow clear make the Loan to the Borrower. 13.2. Lender, from the beginning of time through the date herein, hereby unconditionally releases, remises and reasonable instructions forever discharges the Borrower, Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxx XxXxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxxx, RBSM LLP, Signal Point Holdings Corp. (“Signal Point”), RoomLinx and its Affiliates, Subsidiaries (the “Borrower Releases”) and all past, present and future officers, directors, stockholders, agents, consultants, employees, attorneys, subsidiaries, affiliates, participants, successors and assigns of the Company for investing moneysBorrower Releases from any and all claims, shall have any liability for nonpayment including but not limited to claims of interest on any uninvested moneys that fraud, misrepresentation or similar acts, whether known or unknown from the Trustee may hold at any beginning of time in trust or receive under any of through the provisions date of this Agreement demands and causes of action of any kind, whether known or unknown, arising out of or related to all Equipment Leases and with respect to the IndentureEquipment Leases Terminated Schedules, except including, without limitation, any claims or defenses which they may have to the effect that the Borrower Releases may have in any way acted or failed to act in such a manner as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, to cause injury to Lender or any such other indemnified person claims of notice fraud, misrepresentation or similar acts, whether known or unknown from the beginning of time through the commencement date of this Agreement and forever discharges the Borrower Releases from any action in liability with respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedTerminated Schedules, provided however, that the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel foregoing release shall not be at effective with respect to Borrower, Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx unless and until the expense of the Company unless the employment of such counsel Loan has been specifically authorized paid in full, nor with respect to Signal Point until such time as all obligations of Borrower guaranteed by Signal Point relating to any outstanding Equipment Schedule and/or the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentLoan are satisfied in full.

Release and Indemnification. The Company (a) Each of Borrower and Guarantor hereby unconditionally and irrevocably releases and forever discharges Noteholder, Subservicer, Master Servicer, and the other parties to the PSA and SSA (as such terms are defined in Schedule 1 hereto) and their respective successors, assigns, agents, directors, officers, employees, and attorneys (each, individually, an “Indemnitee” and, collectively, the “Indemnitees”), from any and all Claims (as hereafter defined) whatsoever, known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, which Borrower, Guarantor, or any of their respective officers, directors, shareholders or other equity holders, agents or employees, may now or hereafter have against the Indemnitees. This release and discharge is accepted by Noteholder and Subservicer pursuant to this Agreement and shall not be construed as an admission of liability on the part of any party hereto. Each of Borrower and Guarantor hereby represents and warrants that it is the current legal and beneficial owner of all Claims released by it hereby and that it has not assigned, pledged or contracted to assign or pledge any such Claims to any Person. Further, and without limitation, each of Borrower and Guarantor acknowledges and agrees that: (i) releases subsequent to the Issuerexecution of this Agreement, its governing body members, officers, agentsit may discover claims that are unknown or unanticipated at the time this Agreement was executed, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) unknown or unanticipated claims that arose from, are based upon, or relate to, matters for which the release is given with respect to the Indemnitees in this Section 7, and that, if known on the date it executed this Agreement, may have materially affected its decision to execute this Agreement; (ii) agrees it is assuming the risk of such unknown or unanticipated claims and that the indemnified parties shall not be liable for, this Section 7 and this Agreement applies thereto ; and (iii) it hereby waives the benefits of any applicable statutory provision prohibiting, conditioning or restricting the release of unknown or future claims or any of the Claims being released pursuant to this Agreement, but in each case only to the extent permitted by applicable law. (b) Each of Borrower and Guarantor agrees to indemnify Indemnitees and defend and hold them harmless the indemnified parties from any and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesclaims, losses, damagescauses of action, costscosts and expenses of every kind or character incurred by or asserted against Indemnitees in connection with any one or more of: (i) this Agreement or the Transactions, expensesor (ii) without limitation, suitsany Claims, if and to the extent that, notwithstanding the release and discharge set forth in Section 7(a) above, any Claims are asserted against Indemnitees; provided, however, that Borrower and Guarantor shall not hereby be obligated to indemnify any Indemnitee or defend and hold any Indemnitee harmless from any such claims, settlements and judgmentslosses, causes of any nature whatsoever arising from action, costs or related in any manner whatsoever expenses to the acquisition, improving, equipping, ownership, leasing or operation extent arising out of the Facilities gross negligence, willful misconduct or fraud on the part of such Indemnitee or any activities related Indemnitee’s failure to the foregoing or to the failure of the Company to perform any of fulfill its obligations under this Agreement. All covenantsAs used in this Agreement, stipulationsthe term “Claims” shall mean any and all possible claims, promisesdemands, agreements actions, fees, costs, expenses and obligations liabilities whatsoever, known or unknown, at law or in equity, originating or arising in whole or in part on or before the date of this Agreement, which Borrower, Guarantor, or any of their respective partners, limited partners, members, officers, directors, shareholders, agents or employees, may have against the Issuer contained herein shall not be deemed to be the covenantsIndemnitees or any of them, stipulationsand irrespective of whether any such Claims arise out of contract, promisestort, agreements and obligations violation of any governing body memberlaws, officeror regulations, agentor otherwise, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price arising out of or Purchase Price relating to the Loan or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of this Agreement the highest permitted lawful rate and any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in any way resulting from the Indentureacts, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beactions, or conduct of Indemnitees, including any such other indemnified person of notice of requirement that the commencement of any action in respect of which indemnity may Loan Documents be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject modified as a condition to the provisions hereinafter statedTransactions, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory but in each case only to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized extent permitted by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentapplicable law.

Release and Indemnification. All property kept or stored in the Storage Space shall be stored at the risk of the Client. The Company hereby (i) Client releases the IssuerOwner, its governing body membersofficers, attorneys, agents, directors, shareholders, and employees (collectively, the “Released Parties”) from any claim regarding property storage or may occur as a result of storage. The Client shall also indemnify and save it harmless the Owner, its directors, officers, shareholders, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable foremployees, and (iii) agrees representatives from any and all loss, including loss of fee and other amounts payable by the Client pursuant to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligencethis User Agreement, breach of contractclaims, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossesactions, damages, costsliability and expense in connection with loss of life, expensespersonal injury, suits, claims, settlements and judgments, of damage to property or any nature other loss or injury whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions out of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beUser Agreement, or any such other indemnified person of notice occurrence in, upon or at the Premises or the occupancy or use by the Client of the commencement of Storage Space or any action in respect of which indemnity part thereof, whether or not the Owner, its directors, officers, shareholders, agents or servants, employees or other persons for whom it may be sought in law responsible, are negligent. If the Owner, without fault on its part be made party to any litigation commenced by or against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedClient, the Company Client shall assume protect, indemnify and hold the defense of such action (including the employment of counsel who Owner harmless and shall be counsel reasonably satisfactory to the Issuerpay all costs, Trustee expenses and reasonable legal fees incurred or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized paid by the CompanyOwner relating to such litigation. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentTHE CLIENT ACKNOWLEDGES AND AGREES THAT THE PROPERTY AND ANY DESIGNATED VEHICLES, INCLUDING THEIR CONTENTS, ARE PARKED ENTIRELY AT THE CLIENT’S RISK AND VEHICLE CONTENTS ARE NOT COVERED UNDER ANY INSURANCE PROGRAM MADE AVAILABLE BY THE OWNER AND THE CLIENT MUST LOOK TO ITS OWN INSURER TO SATISFY ANY CLAIM WHICH MAY ARISE ON ACCOUNT OF DEATH, INJURY, LOSS OR DAMAGE REGARDLESS OF THE CAUSE.

Release and Indemnification. a) It is understood between the parties hereto that the railroad operations of LICENSOR at or near the Land involve some potential of risk to those entering the Land, which the LICENSEE willingly accepts for itself and the public to which it offers or invites access, and the LICENSEE, as part of the consideration for this License, hereby releases and waives any right to ask the LICENSOR for or to demand damages or indemnity for or on account of loss of or damage to any property of the LICENSEE or others or for any loss of or injury to its invitees on the Land, whether caused by fault, failure or negligence of LICENSOR or otherwise. Provided that this release and waiver does not relate to any claims resulting from the intentional or willful misconduct of the LICENSOR. The Company LICENSEE acknowledges that the duty of care provided for in subsection 3 (1) of the Occupiers Liability Act does not apply as against the LICENSOR in respect of risks willingly assumed by the persons who enter on these lands and premises whose use is permitted by this License. b) The LICENSEE hereby (i) releases the IssuerLICENSOR, its governing body members, officers, directors, shareholders, employees, contractors and agents, including independent contractors(-collectively here, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, “the “indemnified parties”LICENSOR”-) from, (ii) and the LICENSEE agrees that the indemnified parties they shall not be liable for, for and (iii) agrees to indemnify indemnify, defend and hold the LICENSOR harmless the indemnified parties from and against (except for matters directly resulting from the negligenceagainst, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, losses, damages, costsinjuries, expensespenalties, suitsexpense, claimsinterest, settlements assertions, and judgments, claims of any nature all natures and descriptions whatsoever arising from or related in any manner whatsoever way to, or by any cause whatsoever, directly or indirectly, arising from, relating to or pertaining to the acquisition, improving, equipping, ownership, leasing or operation LICENSEE’s use of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations Land permitted under this Agreement. All covenants, stipulations, promises, agreements and obligations the exercise by the LICENSEE or others of any of the Issuer contained herein shall not be deemed to be rights or privileges given under this Agreement and, without limiting the covenantsforegoing, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price anything arising by reason of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment entry, use or occupancy of funds made the Land by any person or public having learned of the accessibility of the Trail to public use. Liability of the Licensee to indemnify and defend shall extend to and include all causes of action, and the legal fees, disbursements and taxes and other expenses incurred in accordance with defending any suits or actions, which may arise as a result of the Indenturepresence or use on the Land of the Trail, orprovided that liability for any such losses, absent failure damages, penalties, interest, liabilities or expenses are not incurred or do not result from the intentional or willful wrongdoing of LICENSOR. Subject to that proviso, the foregoing indemnity and hold harmless agreement shall apply notwithstanding the fault or negligence on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beLICENSOR, or any such other indemnified person of notice of the commencement its officers, directors, employees, contractors or agents, and without regard to any breach of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject statutory obligation or common law obligation or to the provisions hereinafter stated, the Company shall assume the defense application of such action (including the employment any rule of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee comparative or such other person as the case may be, and the payment of expenses)apportioned liability. Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have The Licensee hereby waives the right to employ separate counsel in any claim against the LICENSOR railway and its employees for such action and damages. c) The LICENSEE hereby further agrees to participate in compensate the defense thereofLICENSOR for any loss or damage, but whether direct or consequential, the fees and expenses of such counsel shall not be at the expense LICENSOR may incur by reason of the Company unless LICENSEE’s failure to use and maintain the employment Land in such a manner so as not to interfere with or impair the safe and continuing or continuous use of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement Tracks and railroad of any such action effect without its consentLICENSOR.

Release and Indemnification. The Company (a) In consideration of the execution and delivery of this Agreement by the Lenders and the Administrative Agent and the Lenders’ agreement to extend the Advances to the Borrower in accordance with, and subject to, the terms and conditions set forth herein, the Borrower hereby (i) releases the IssuerLenders, its governing body membersthe Administrative Agent, each Affiliate of the Lenders and the Administrative Agent, and each of the respective partners, directors, officers, agentsshareholders, including independent contractorsemployees, consultants attorneys and legal counsel, servants agents of the Lenders and employees the Administrative Agent and each such Affiliate (hereinafter, for purposes of this Sectionthe Lenders, the Administrative Agent, together with such other Persons, being herein collectively referred to as the “indemnified partiesLender Parties” and each individually as a “Lender Party”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except all Claims for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith loss or recklessness of an indemnified party damage caused by any act or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure omission on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of them, INCLUDING, WITHOUT LIMITATION, THOSE ATTRIBUTABLE TO THE NEGLIGENCE OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, except for any such loss or damage caused by the provisions gross negligence or willful misconduct of any such Lender Party and (ii) indemnifies, exonerates and holds each such Lender Party free and harmless from and against any and all Claims incurred by the Lender Parties (irrespective of whether such Lender Party is a party to the action for which indemnification hereunder is sought), INCLUDING, WITHOUT LIMITATION, THOSE ATTRIBUTABLE TO THE NEGLIGENCE OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, but excluding any Claims caused by the gross negligence or willful misconduct of any such Lender Party, in the case of each of clauses (i) and (ii) above, as a result of, or arising out of, or relating to the execution, delivery or performance of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt any other Loan Document by the Issuer Lender Parties or Trusteeby any other Person or the making of the Advances. To the extent permitted by applicable law, as the case may beLender Parties shall not have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx any of them upon, any Claim for any special, incidental or consequential damages suffered or incurred by the Lender Party or the Borrower in connection with, arising out of or in any way related to this Agreement, or any other Loan Document or any agreement, instrument or other document relating thereto or to any of the Obligations, or any of the transactions contemplated by this Agreement, or any other Loan Document or any such other indemnified person of notice of agreement, instrument or other document. To the commencement of any action extent permitted by applicable law, the Borrower hereby waives, releases and agrees not to xxx the Lender Parties for exemplary or punitive damages in respect of which indemnity may be sought against the Company under any Claim in connection with, arising out of or any way related to this SectionAgreement, such person will notify the Company in writing any other Loan Document or any other agreement, instrument or other document relating thereto or to any of the commencement thereofObligations, and, subject to or any of the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee transactions contemplated by this Agreement or such any other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer Loan Document or any such other indemnified person agreement, instrument or other document. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER HEREBY FURTHER EXPRESSLY RELEASES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH LENDER PARTY FROM ALL CLAIMS (AS DEFINED IN THIS AGREEMENT) FOR LOSS OR DAMAGE, DESCRIBED ABOVE, CAUSED BY AN ACT OR OMISSION ON THE PART OF ANY OF THEM ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH LENDER PARTY, AND INDEMNIFIES, EXONERATES AND HOLDS EACH LENDER PARTY FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS (AS DEFINED IN THIS AGREEMENT), DESCRIBED ABOVE, INCURRED BY ANY LENDER PARTY (IRRESPECTIVE OF WHETHER SUCH LENDER PARTY IS A PARTY TO THE ACTION FOR WHICH INDEMNIFICATION HEREUNDER IS SOUGHT) ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY LENDER PARTY. (c) The agreements in this Section 9.12 and Article IX shall have survive the right to employ separate counsel Termination Date and the satisfaction in any such action and to participate in the defense thereof, but the fees and expenses full of such counsel shall not be at the expense all of the Company unless Borrower’s Obligations hereunder and under the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentother Loan Documents.

Release and Indemnification. The Company Borrower and each of the Guarantors hereby acknowledges and confirms that (i) releases it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the IssuerAdministrative Agent or any of the Banks occurring prior to the date hereof or facts otherwise known to it as of the date hereof, its governing body membersthe effectiveness, genuiness, validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the obligations of the Borrower or any Guarantor under the Loan Documents, the Liens securing such obligations, or any of the terms or conditions of any Loan Document (it being understood that such acknowledgement and confirmation does not preclude the Borrower or the Guarantors from challenging the Administrative Agent's or any Bank's interpretation of any term or provision of the Credit Agreement or other Loan Document) and (ii) it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Banks, the Administrative Agent and their respective affiliates, stockholders, directors, officers, agentsemployees, including independent contractorsattorneys, consultants agents and legal counselrepresentatives and each of their respective heirs, servants executors, administrators, successors and employees assigns (hereinafter, for purposes of this Sectioncollectively, the “indemnified parties”"Indemnified Parties") from, (ii) agrees that the indemnified parties shall not be liable forfrom and against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (iiiwhich it, all those claiming by, through or under it, or its successors or assigns, have or may have) agrees against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith events or recklessness of an indemnified party omissions occurring or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from on or related in any manner whatsoever prior to the acquisition, improving, equipping, ownership, leasing date hereof and relating to the Credit Agreement or operation any of the Facilities or any activities related other Loan Documents (including, without limitation, with respect to the foregoing payment, performance, validity or to the failure enforceability of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be Borrower or any Guarantor under the covenantsLoan Documents, stipulations, promises, agreements and the Liens securing such obligations or any or all of the terms or conditions of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer Loan Document) or any governing body membertransaction relating thereto; provided, officerhowever, agent, consultants and legal counsel, servant that neither the Borrower nor any Guarantor hereby releases or employee of the Issuer holds harmless any Indemnified Party for actions or omissions by any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may besuch Indemnified Party constituting, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedlosses or expenses directly resulting from, the Company shall assume the defense gross negligence or willful misconduct of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentIndemnified Party.

Release and Indemnification. The Company hereby (i) releases shall at all times protect, indemnify and hold the Issuer, the members of the Governing Body, and the attorneys, agents and employees of the Issuer and the Trustee and its governing body members, officers, agentsattorneys, including independent contractors, consultants and legal counsel, servants agents and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, harmless against any and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesliability, losses, damages, costs, expenses, taxes, causes of action, suits, claims, settlements demands and judgments, judgments of any nature whatsoever arising from or related in connection with the Project or the financing of the Project, including, without limitation, all claims or liability resulting from, arising out of or in connection with the acceptance or administration of the Bond Documents or the trusts thereunder or the performance of duties under the Bond Documents or any manner loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the acquisitionProject or the use thereof, improving, equipping, ownership, leasing including without limitation any lease thereof or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any assignment of its obligations under interest in this Agreement. All covenants, stipulationssuch indemnification to include the reasonable costs and expenses of defending itself or investigating any claim of liability and other reasonable expenses and attorneys' fees incurred by the Issuer, promisesits directors, agreements members, officers, attorneys, agents and obligations employees and the Trustee and its officers, attorneys, agents and employees in connection therewith, provided that the benefits of this Section 8.7 shall not inure to any person other than the Issuer, its directors, members, officers, attorneys, agents and employees and the Trustee and its officers, attorneys, agents and employees, and provided further that such loss, damage, death, injury, claims, demands or causes shall not have resulted from the gross negligence or willful misconduct of, the Issuer contained herein shall not be deemed to be the covenantsor such directors, stipulations, promises, agreements and obligations of any governing body member, officer, agentattorneys, consultant and legal counsel, servant agent or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indentureits officers, orattorneys, absent failure on the part of the Trustee to follow clear and reasonable instructions agents or employees. The obligations of the Company for investing moneys, under this Section shall have survive the termination of this Agreement and the Indenture. Notwithstanding any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions other provision of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject Indenture to the provisions hereinafter statedcontrary, the Company shall assume agrees (i) not to assert any claim or institute any action or suit against the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person its employees arising from or in connection with any investment of funds made by the Trustee in good faith as the case may bedirected by a Company Representative, and (ii) to indemnify and hold the payment Trustee and its employees harmless against any liability, losses, damages, costs, expenses, causes of expenses). Insofar as such action shall relate to action, suits, claims, demands and judgment of any alleged liability nature arising from or in respect of which indemnity may be sought against the Company, the Issuer or connection with any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentinvestment.

Release and Indemnification. The In the performance of Duff & Phelps’s Services under this Agreement, neither Duff & Xxxxxx nor any of its members, principals, officers or employees shall be liable to the Company or any member, principal, officer, employee, shareholder or agent of the Company, for any claim, liability, cost, damage or expense (including reasonable attorneys’ fees) the Company or any member, principal, officer, employee, shareholder or agent of the Company, may incur, except to the extent that any such claim, liability, cost, damage or expense is caused by acts or omissions of Duff & Xxxxxx which constitute (a) gross negligence, willful malfeasance , fraud or bad faith , (b) violation of applicable law, or (c) material breach of this Agreement. Except to the extent provided in the preceding paragraph, the Company hereby agrees to indemnify, hold harmless and defend Duff & Xxxxxx and each of its members, principals, officers and employees from and against all claims, liabilities, costs, damages and expenses (iincluding reasonable attorneys’ fees) releases arising out of or incurred as a result of the IssuerServices performed hereunder. Duff & Xxxxxx hereby agrees to indemnify, hold harmless and defend the Company and each of its governing body membersdirectors, officers, agents, including independent contractors, consultants employees and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties stockholders from and against (except for matters directly resulting from the negligenceall claims , breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expensesdamages and expenses (including reasonable attorneys’ fees) arising out of or incurred as a result of Duff & Phelps’s (a) xxxxx negligence, suitswillful misfeasance, claimsfraud or bad faith in the performance of the Services under this Agreement, settlements and judgments(b) violation of applicable law, or (c) material breach of any nature whatsoever arising from or related this Agreement. Further, in any manner whatsoever no event shall Duff & Xxxxxx be liable to the acquisitionCompany, improvingwhether a claim be in tort, equipping, ownership, leasing contract or operation otherwise (a) for any amount in excess of two (2) times the Facilities or any activities related to the foregoing or to the failure of total professional fees paid by the Company to perform any of its obligations Duff & Xxxxxx under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or (b) for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of by the Company for investing moneysconsequential, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust indirect, lost profit or receive similar damages and related costs and expenses (including reasonable attorneys’ fees) relating to Duff & Phelps’s Services provided under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writingarising out of this Agreement. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other an indemnified person party under this Agreement of notice of the commencement of any action against such indemnified party, the indemnified party will, if a claim in respect of such action is to be made against the indemnifying party, notify the indemnifying party of the commencement of the action and the nature of the claim, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which indemnity such indemnifying party may have to any indemnified party hereunder, except to the extent that it has been prejudiced in any material respect. An indemnifying party under this Agreement may elect to assume the defense of any claim for which they may be sought against the Company under this Sectionrequired to provide indemnification hereunder, such person and will notify the Company in writing indemnified party of the commencement thereof, and, subject its election to do so or not to do so pursuant to written notice delivered to the provisions hereinafter statedindemnified party promptly, but in no case more than ten (10) business days, after receiving notice from the Company shall indemnified party of a claim hereunder (the “Indemnifying Party’s Notice”). If the indemnifying party elects to assume the defense of such action claim, it must do so with counsel reasonably satisfactory to such indemnified party, provided that the indemnified party or parties shall additionally have the right to participate in such defense through separate counsel at their own expense. If the indemnifying party elects to assume the defense of such claim, the indemnifying party will not be liable to the indemnified party for any expenses incurred by the indemnified party in connection with the indemnified party’s participation of the defense thereof unless (including i) the employment of counsel who indemnifying party shall be not have employed counsel reasonably satisfactory to the Issuer, Trustee indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or such other person as (ii) the indemnifying party has authorized in writing the employment of a second counsel for the indemnified party at the expense of the indemnifying party. In either case may be, and the payment of expenses(i) or (ii). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer indemnifying party shall reimburse the indemnified party as amounts are incurred and reasonable documentation supporting such indemnification claim has been provided to the indemnifying party. If the indemnifying party does not elect to assume the defense of such claim, or any such other has not timely provided the Indemnifying Party’s Notice, then the indemnified person party or parties shall have the right to employ separate counsel in any such action and to participate in assume the defense thereof, but the fees and expenses of such counsel shall not be claim at the expense of the Company unless indemnifying party. Notwithstanding the employment of such counsel has been specifically authorized by foregoing, the Company. The Company indemnifying party shall not be liable to indemnify any person for enter into any settlement of any such action effect claim against the indemnified party without the prior written consent of such indemnified party, which consent shall not be unreasonably withheld or delayed. If any party has made any indemnity payments to any other party pursuant to this Section 5 and such other party thereafter collects any of such amounts related to the indemnity payment from a third party, such other party will promptly repay such amounts collected. In the event that Duff & Xxxxxx is requested, pursuant to subpoena or other legal process, to provide testimony or produce its consentdocuments relating to this engagement in judicial or administrative proceedings to which Duff & Xxxxxx is not a party, Duff & Xxxxxx shall promptly notify the Company and shall be reimbursed by the Company at standard billing rates for Duff & Phelps’s professional time and expenses, including reasonable attorney’s fees incurred responding to such request.

Release and Indemnification. The Company hereby (a) Notwithstanding anything to the contrary in this Lease contained: (i) subject to Sections 8.7(a)(ii) and (iii), each of the Landlord and Tenant hereby releases the Issuerother and waives all claims against the other and those for whom the other is in law responsible with respect to occurrences insured against or required to be insured against by the releasing party, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees whether any such claims arise as a result of the negligence or otherwise of the other or those for whom it is in law responsible (hereinafter, for purposes in the case of this Sectionthe Landlord, the “indemnified parties”) fromLandlord's Employees and, in the case of the Tenant, the Tenant's Employees); (ii) agrees that the indemnified parties such release and waiver shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever effective only to the acquisition, improving, equipping, ownership, leasing or operation extent of proceeds of insurance received by the Facilities or any activities related releasing party and proceeds which would have been received if the releasing party obtained all insurance required to the foregoing or to the failure of the Company to perform any of its obligations be obtained by it under this Agreement. All covenants, stipulations, promises, agreements Lease and obligations of the Issuer contained herein for this purpose deductible amounts shall not be deemed to be proceeds of insurance received; (iii) notwithstanding anything to the covenantscontrary in this Section 8.7(a), stipulationsthe Landlord and Tenant shall each be liable to any third person (being any person other than the Landlord, promisesthe Landlord's Employees, agreements the Tenant or the Tenant's Employees) to the extent of their respective fault or negligence and obligations each shall be entitled to full indemnity and contribution from the other to the extent of the other's fault or negligence. (b) To the extent not released under Section 8.7(a), each party shall indemnify and save harmless the other from all liabilities, damages, losses or expenses arising out of: (i) any breach, violation or non-performance by the indemnifying party of any governing body membercovenant, officer, agent, consultant and legal counsel, servant condition or employee of the Issuer agreement in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure this Lease on the part of the Trustee indemnifying party to follow clear be observed or performed; (ii) any contract, lien or mortgage on the Project, the Property or the Premises and reasonable instructions any loss, cost or expense arising from or occasioned by the act, default or negligence of the Company for investing moneysindemnifying party, shall have its officers, agents, servants, employees, contractors, customers, invitees or licensees; and (iii) any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any obligation of the provisions indemnifying party arising or outstanding upon the expiration or earlier termination of this Agreement or Lease. Such indemnity shall survive the Indenturetermination of this Lease, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject anything to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentcontrary notwithstanding.

Release and Indemnification. The Company hereby (i) releases Upon the IssuerEffective Date, its governing body membersPlaintiffs and every Class Member, officersincluding each and every one of their respective past, present or future employees, agents, including independent contractorsrepresentatives, consultants attorneys, heirs, successors, assigns, or any other person acting on their behalf or for their benefit, or any person claiming through them, who has not in a timely fashion excluded themselves by the means proscribed in paragraph 12 below (collectively “Releasors”), in consideration of the relief set forth in the Settlement Agreement, fully and finally release and discharge Teen Challenge, its parents, subsidiaries, and affiliates, and all of their present, former and future officers, directors, employees, members, shareholders, general partners, limited partners, beneficiaries, agents, attorneys, representatives, affiliates, predecessors, successors, assigns, insurers, reinsurers, and legal counsel, servants and employees representatives (hereinafter, for purposes of with all the foregoing released parties in this Section, paragraph being collectively referred to as the “indemnified partiesReleased Parties”) from), (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach all causes of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expensesaction, suits, claims, settlements and judgmentsor demands, in law or in equity, known or unknown at this time, which Releasors, or any of them, now have, did have, or may have in the future against the Released Parties, or any nature whatsoever of them, under any legal theory, whether or not alleged, related to or arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation claims articulated by Plaintiffs in their Class Action Complaint and pertaining to the Incident. The claims released in this paragraph are referred to as the “Released Claims.” Plaintiffs and Class Members waive any principles of law similar to and including Section 1542 of the Facilities California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Plaintiffs and Class Members agree that Section 1542 and all similar federal or any activities related to the foregoing state laws, rules, or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations legal principles of any governing body member, officer, agent, consultant other jurisdiction are knowingly and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered voluntarily waived in connection with the investment of funds made claims released in accordance with the Indenture, or, absent failure on the part Settlement Agreement and agree that this is an essential term of the Trustee Settlement Agreement. Plaintiffs and Class Members acknowledge that they may later discover claims presently unknown or suspected, or facts in addition to follow clear or different from those that they now believe to be true with respect to the matters released in the Settlement Agreement. Nevertheless, Plaintiffs and reasonable instructions of Class Members fully, finally, and forever settle and release the Company for investing moneysReleased Claims against the Released Parties. If Plaintiffs or any Class Member (except those who timely opt out), shall have any liability for nonpayment of interest or someone acting on any uninvested moneys their behalf, violate this Paragraph 8 and assert a Released Claim against a Released Party, he or she agrees to indemnify the Released Party against all costs and expenses, including attorneys’ fees, that the Trustee may hold at any time in trust or receive under any of the provisions Released Party incurs to seek enforcement of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParagraph 8.

Release and Indemnification. The Company hereby indemnifications and covenants contained in this Section shall survive termination or expiration of this Agreement. (ia) releases Notwithstanding any other provision of this Agreement to the Issuercontrary, its the City and the District and their governing body members, officials, officers, agents, including servants, employees and independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties contractors shall not be liable forto the Developer for damages or otherwise if all or any part of the CID Act or any resolution or ordinance adopted in connection, the creation of the District, the District Assessment, the District Project or this Agreement, is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason thereof either the City or the District is prevented from performing any of the covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges hereof. (iiib) agrees to indemnify and hold harmless the indemnified parties The Developer hereby releases from and against (except covenants and agrees that the City, the District, and their governing body members, officials, officers, employees, agents and independent contractors shall not be liable for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements costs of defense, damages, injuries, liabilities, costs and/or expenses, including court costs and judgmentsattorneys’ fees and expenses, of any nature whatsoever resulting from, arising from out of, or related in any manner whatsoever way connected with: (1) the creation of the District, (2) the imposition the District Assessment, (3) the construction of the District Project, (4) the negligence or willful misconduct of the Developer, its employees, agents or independent contractors in connection with the design management, development, redevelopment and construction of the District Project, and (5) the Developer’s failure to comply with any applicable state, federal or local laws, regulations and ordinances as applicable to the acquisition, improving, equipping, ownership, leasing or operation property within the boundaries of the Facilities District; except that the foregoing release shall not apply in the case of such liability arising directly out of the gross negligence or willful misconduct of the City or the District or their respective authorized governing body members, officials, officers, employees, agents and independent contractors or which arises out of matters undertaken by the City or the District following termination of this Agreement as to the District Project or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. portion thereof. (c) All covenants, stipulations, promises, agreements and obligations of the Issuer City or the District contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of the City or the District and not of any of their respective governing body membermembers, officerofficials, agentofficers, consultant and legal counselagents, servant servants or employees in their individual capacities. (d) No official, employee or representative of the Issuer City or the District shall be personally liable to the Developer (1) in the individual capacity thereof. No recourse shall be had event of an Event of a Default or breach by any Party under this Agreement, or (2) for any amount or any District Obligations which may become due to any Party under the payment terms of this Agreement. (e) Notwithstanding the foregoing, the Parties hereby agree that neither the City n or th e Di s t r i c t is obligated to defend any action, suit or claim resulting from, arising out of, or in any way connected with: (1) the creation of the principal or Redemption Price of or Purchase Price or interest on District, (2) the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee imposition of the Issuer District Assessment, (3) the construction of the District Project, (4) the conduct of the Developer, its respective employees, agents or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered independent contractors in connection with the investment of funds made in accordance with the Indenturedesign management, ordevelopment, absent failure on the part redevelopment and construction of the Trustee to follow clear and reasonable instructions District Project, (5) the issuance of the Company for investing moneysDistrict Obligations, shall have (6) the Developer's failure to comply with any liability for nonpayment applicable State, federal or local laws, regulations and ordinances as applicable to the property within the boundaries of interest on any uninvested moneys the District; provided, however, that the Trustee Developer may hold at any time in trust defend such actions, suits or receive under any claims on behalf of the provisions of this Agreement City or the IndentureDistrict to the extent necessary to preserve the rights and obligations contemplated by this Agreement; provided further that, except as otherwise specifically agreed in writing. Promptly after receipt by if the Issuer Developer chooses to defend such actions, suits or Trustee, as the case may be, or any such other indemnified person of notice claims on behalf of the commencement City or the District and ethical rules of any action in respect of which indemnity may be sought against the Company under this Section, conduct prohibit such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stateddual representation, the Company shall assume City or the defense of such action (including the employment of counsel who shall District will be counsel reasonably satisfactory entitled to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ select a separate counsel in any attorney for such action and the Developer agrees to participate in pay all the defense thereof, but the costs and expenses including court costs and attorneys’ fees and expenses of such counsel shall not be at the expense of City or the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentDistrict, as applicable.

Release and Indemnification. The Company hereby Owner acknowledges that, in issuing Internal Revenue Service Form 8609 with respect to the Project, MFA is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce MFA to issue the Form 8609, the Owner agrees as follows: (ia) releases the IssuerThe Owner agrees to release and forever discharge MFA, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against MFA, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by MFA. (b) The Owner hereby agrees to indemnify, save harmless and defend MFA, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”including reasonable attorney's fees) or judgment against MFA arising or resulting from, (ii) agrees that or on account of or pertaining to, whether directly or indirectly, MFA's issuance of a Form 8609 with respect to the indemnified parties shall not be liable forProject. If any such claim is asserted, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but the fees and expenses of such counsel shall not be at the expense for any reason, either unavailable to MFA or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of Owner hereby agrees to contribute to all amounts paid or payable by MFA and such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by MFA and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of MFA and such other persons, on the other hand.

Release and Indemnification. The Company Tenant agrees to use and occupy the Leased Premises at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Landlord and legal counsel, servants Landlord’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by Law. Tenant agrees that the indemnified parties Landlord shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other tenant or any other Person. Tenant agrees that any employee or agent to whom the Leased Premises or any part thereof shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to the Leased Premises or any part thereof, and neither Landlord nor Landlord’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureLeased Premises or any part thereof. Tenant shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the provisions Indemnified Parties solely by reason of this Agreement Landlord’s interest in the Leased Premises or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Landlord’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Tenant under this SectionLease) relating in any way to the Leased Premises or caused by, such person will notify the Company in writing incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the commencement thereofLeased Premises, andwhether relating to its original design or construction, subject latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other Persons. It is expressly understood and agreed that Tenant’s obligations under this Section shall survive the provisions hereinafter stated, the Company expiration or earlier termination of this Lease for any reason whatsoever. The foregoing indemnity shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as not apply in the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer acts or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized omissions governed by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentindemnity provisions set forth in Article 16.

Release and Indemnification. I, Adopter, understand that I am 100% responsible for the behavior of the Dog and accept full legal and financial responsibility for the Dog and the Dog’s actions. The Company hereby Adopter, for the Adopter and the Adopter’s heirs, executors, personal representatives, and assigns (i) releases collectively the Issuer“Releasing Parties”), agrees to release NLAR, its governing body membersfounders, directors, officers, employees, agents, including independent representatives, contractors, consultants volunteers, successors, and legal counselassigns (collectively the “Released Parties”) from all liability, servants loss, damage, injury, or claims, including but not limited to attorney’s fees and employees other litigation costs, arising from this adoption, this Contract, and the Dog (hereinafter“Covered Claims”). The Adopter, for purposes of this Sectionthe Adopter and all Releasing Parties, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold NLAR and the Released Parties harmless for all Covered Claims, and to cover all reasonable legal fees and other expenses incurred by NLAR and the indemnified parties Released Parties in investigating and defending against Covered Claims, including but not limited to reasonable attorney’s fees and costs. (initial) 4. HEALTH AND CONDITION: I, Adopter, understand that NLAR does not place any animal that it actually knows to be sick or injured, unless the condition is fully disclosed to the Adopter. I am aware that the Dog I am adopting comes from a shelter, xxxxxx home or owner surrender with limited resources and against that NLAR is under no obligation to provide the Dog with a full medical exam prior to adoption. As a result, sickness, injury and disability may exist unbeknownst to NLAR. NLAR is not responsible for payment of any vet care, including known and unknown medical conditions, once I adopt the Dog. If the Dog has a medical condition or injury that I cannot, or choose to not to, have treated by a veterinarian, I must immediately contact NLAR and return the Dog. In the event of such a return, I hereby waive my right to any fees paid to NLAR in connection of the adoption of the Dog. For Special Need Adoptions (except behavior or medical), see Special Needs Addendum. (initial) 5. CONTINUED OBLIGATIONS: I, Adopter, agree I will not: (a) give the Dog away for matters directly resulting from the negligencepurpose of relinquishing responsibility for the Dog; (b) surrender the Dog to a shelter or other releasing agency; or (c) release the Dog into the wild or otherwise abandon the Dog under any circumstance. If I am unable to care for Dog at any time, I will contact NLAR immediately and return the Dog to NLAR immediately. Failure to do so constitutes a material breach of contractthis Contract and may result in legal action. In the event of such return, willful misconductI hereby waive my right to any fees paid to NLAR in connection of the adoption of the Dog. (initial) 6. IMPROPER CARE: I, bad faith Adopter, agree I am accepting the Dog as a family pet and I will not keep the Dog as outdoor pets (to include but not limited to chained outdoors, tethered outdoors, attached to trolley systems outdoors, or recklessness use for breeding, medical experimental purposes, or animal fighting). I, Adopter, further agree I will never allow the Dog to ride in the open bed of a pickup truck, leave the Dog unattended in a vehicle for any period of time, nor use or train the Dog as an indemnified party attack or their agentsguard animal. (initial) all liabilities7. PROPER CARE: I, lossesAdopter, damages, costs, expenses, suits, claims, settlements agree to provide proper and judgments, of any nature whatsoever arising from or related in any manner whatsoever humane care to the acquisitionDog, improvingincluding but not limited to daily adequate food, equippingfresh water, ownershipshelter, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementexercise, human companionship and all other necessities. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest I agree I will keep an ID tag on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold Dog) at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Companyall times. The Company shall not Dog will be liable to indemnify any person for any settlement of any such action effect without its consentan indoor pet only.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to sue the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ U.S. Electric Wheelchair Hockey Association events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. Undersigned parent, improvingor legal guardian, equippingor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, ownership, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Company hereby (i) Vendor releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless District, its successors and assigns, and the indemnified parties directors, officers, employees and agents of District and their successors and assigns (collectively, the "Indemnitees") from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified all third-party or their agents) all liabilitiesclaims, losses, damagesharm, costs, expensesliabilities, suitsdamages and expenses (including, claimsbut not limited to, settlements and judgments, reasonable attorneys' fees) relating to the services arising (whether before or after completion of the Services) out of any nature whatsoever arising from act, error or related in omission of any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to following, provided that District notifies Vendor of such proceeding promptly after District receives notice thereof, Vendor has exclusive control over the foregoing or to the failure defense and settlement of the Company to perform proceeding, District provides such assistance in the defense and settlement of the proceeding as Vendor may reasonably request, and District complies with any settlement or court order made in connection with such proceeding : Vendor; Vendor's subcontractors or subcontractors; the directors, officers, employees or agents of Vendor or any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant subcontractors or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal subcontractors; or Redemption Price of or Purchase Price or interest anyone acting on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered Vendor's behalf in connection with the investment of funds made in accordance with the IndentureServices or this Agreement. However, or, absent failure on the part of the Trustee Vendor shall not be required to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under so indemnify any of the provisions Indemnitees against liability or damages to the extent caused by or resulting from the negligence of such Indemnitees. The indemnification obligation under this Agreement paragraph shall not be affected by any limitation on the amount or the Indenturetype of damages, except as otherwise specifically agreed in writing. Promptly after receipt compensation or benefits payable by the Issuer or Trusteefor Vendor or any subcontractor under any worker’s compensation act, as the case may beincluding Title 51, RCW, any disability benefit acts, or any other employee benefit acts. Vendor and any subcontractor hereby waive, for themselves and their successors, any right to claim such limitation as a defense, set off, or other indemnified person reduction of notice of the commencement of any action in respect of which indemnity may be sought against the Company rights to indemnification under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses)paragraph. Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel Vendor further agrees that this waiver has been specifically authorized mutually negotiated by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentparties.

Release and Indemnification. The Company hereby (ia) Holtec releases the IssuerELEA, its governing body ELEA’s members, and all officials, officers, agents, including independent contractors, consultants employees and legal counsel, servants agents of the ELEA and employees ELEA’s members (hereinafter, for purposes of this Sectioncollectively, the “indemnified partiesIndemnitees”) from, agrees that the Indemnitees will not be liable for, and agrees to indemnify and hold the Indemnitees harmless from and against any and all liabilities, claims, suits, costs and expenses that are or may be imposed upon, incurred or asserted against the Indemnitees on account of: (i) any loss or damage to property or injury to or death of or loss by any person caused by Holtec’s willful misconduct or negligence in investigating the Property prior to the Closing; (ii) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the construction, maintenance, operation, use or demolition of the Facility (iii) any storage activities at, on, in, under or about the Property; (iii) any other loss, claim, damage, penalty, liability, disbursement, litigation expense, attorneys’ fees, experts’ fees or court costs arising out of or in any way relating to clauses (i) and (ii); and (iv) any claim, action or proceeding brought with respect to the matters set forth in clauses (i), (ii) and (iii) above. (b) Holtec releases the Indemnitees from, agrees that the indemnified parties Indemnitees shall not be liable for, and (iii) agrees to indemnify and hold the Indemnitees harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, losses, damages, costs, expensesclaims, suits, claimsjudgments, settlements fines, penalties, assessments, natural resource damages, response costs (such as the cost of any testing, sampling, medical or other monitoring, cleanup, or other required response action), costs necessary to bring the Property or the Facility into compliance with Environmental Laws (as defined below) and judgmentsother liabilities, together with attorneys’ fees and experts’ fees, costs and expenses which are or may be imposed upon, incurred by, or asserted against the Indemnitees resulting from or in any way connected with the use, handling, mixing, generation, storage, manufacture, refining, release, transportation, treatment, disposal or other release or presence, at, in, on, under or from the Property, of any nature whatsoever arising from or related Hazardous Material (as defined below), SNF, other radioactive substance, oils, asbestos in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing form or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beconditions, or any such other indemnified person of notice pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials or substances within the meaning of the commencement Environmental Laws, or any other applicable federal, state or local law, regulation, ordinance or requirement relating to or imposing liability or standards of conduct concerning any action Hazardous Material, hazardous, toxic or dangerous waste, substance or materials, all as now in respect of which indemnity may be sought against effect or hereafter amended from time to time. (c) As used in this Section 23, (i) “Environmental Laws” means any laws, statutes, regulations, orders or rules pertaining to health or the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject environment that are applicable from time to time to the provisions hereinafter stated, Property or the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may beFacility, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Companyconstruction, installation, operation, use and decommissioning of, and storage at, the Issuer Property or any such other indemnified person shall have the right to employ separate counsel in any such action Facility, including, without limitation, the Comprehensive Environmental Response, Compensation and to participate in Liability Act of 1980, as amended (“CERCLA”), the defense thereofResource Conservation and Recovery Act of 1976 (“RCRA”), but the fees and expenses National Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Water Quality Act of such counsel shall not be at 1987, the expense of New Mexico Water Quality Act, the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.New Mexico Hazardous

Release and Indemnification. The Company hereby Operator shall only be liable to --------------------------- Owner for any loss, liability, damage, claim, expense, fine, penalty, interest cost, or other obligation of any nature (i"Obligation") releases to the Issuerextent caused by Operator's, its governing body membersAffiliates', and their respective directors', officers', agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable foremployees', and agents' (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the "Operator Parties"), gross negligence, breach of contract, willful misconduct, bad faith fraud, or recklessness intentional breach of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its Operator's obligations under this AgreementAgreement in performing the Services hereunder. All covenantsThe Operator Parties hereby release Owner, stipulationsits Affiliates, promisesand their respective directors, agreements officers, employees and obligations of agents (the Issuer contained herein "Owner Parties") from, and shall not be deemed to be indemnify the covenantsOwner Parties against, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Obligations claimed or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered asserted in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive Services under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeOperator Parties, as the case may beOwner Parties, or any such other indemnified person third party, to the extent caused by the Operator Parties' gross negligence, willful misconduct, fraud, or intentional breach of notice of the commencement of any action in respect of which indemnity may be sought against the Company Operator's obligations under this SectionAgreement in performing the Services. The Owner Parties hereby release the Operator Parties from, such person will notify and shall indemnify the Company Operator Parties against, Obligations claimed or asserted in writing of connection with the commencement thereof, and, subject to Services under this Agreement by the provisions hereinafter statedOwner Parties, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the IssuerOperator Parties, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such third party attributable to causes other indemnified person shall have than the right to employ separate counsel Operator Parties' gross negligence, willful misconduct, fraud, or intentional breach of Operator's obligations under this Agreement in any such action and to participate in performing the defense thereofServices hereunder. IT IS THE INTENTION OF THE PARTIES HERETO THAT THE RELEASE BY, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentAND INDEMNITY OBLIGATIONS OF, OWNER UNDER THIS PROVISION HOLD THE OPERATOR PARTIES HARMLESS FROM AND AGAINST THE CONSEAQUENCES OF THEIR OWN ORDINARY NEGLIGENCE TO THE EXTENT SUCH ORDINARY NEGLIGENCE IS THE SOLE, CONCURRENT, OR JOINT CAUSE OF THE OBLIGATIONS.

Release and Indemnification. The Company hereby (i) releases the Issuera. Neither CSC, nor its governing body officers, directors, agents or members, officersor the Town of Cohasset, shall be liable to User or User’s guests, agents, including independent contractorsemployees artists, consultants and legal counsel, servants and employees (hereinafterthe like, for purposes any death, injury, damage or other loss suffered by any of them relating to this Agreement or the transactions contemplated hereby, or arising out of the Event, including without limitation in connection with or as a result of User’s or User’s guests agents, employees or artists; use of Founders’ Hall, the Rental Premises or the surrounding areas, except that CSC shall be liable for its own gross negligence or willful misconduct. The provisions of this Section, subsection shall survive the “indemnified parties”) from, (ii) agrees that termination of this Agreement with respect to any damage injury or loss occurring prior to the indemnified parties shall not be liable for, and (iii) termination of this Agreement. b. User hereby agrees to indemnify and hold harmless CSC, its officers, directors, agents and members, and the indemnified parties Town of Cohasset (“Indemnitees”) harmless from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, obligations, losses, damages, costspenalties, expensesactions, judgments, suits, claims, settlements costs, expenses, and judgments, disbursements of any kind or nature whatsoever arising from (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or related judicial proceedings, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any such Indemnitee in any manner whatsoever relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions arising out of this Agreement or the Indenturetransactions contemplated hereby, including without limitation in connection with or as a result of User or User’s guests, agents, employees, or artists, use of the Rental Premises, including Founders’ Hall, or the surrounding areas, and any breach of this Agreement, except as otherwise specifically agreed that User shall have no obligation to any Indemnitee hereunder with respect to any liability arising from the gross negligence or willful misconduct of that Indemnitee. The provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the termination of this Agreement. c. User agrees to forever RELEASE CSC, its officers, agents, employees, volunteers, booking agent and any and all organizations assisting or participating in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice voluntary uses of the commencement Rental Premises, including Founders’Hall from any and all claims, actions and causes of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing that arise from or relate to User’s use of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may beRental Premises. d. User further affirms that User has read this Paragraph 6, and that User understands its contents. User understands that participation in the payment of expenses)Event by User's guests is voluntary, and that User's guests and User are free to choose not to participate in said programs. Insofar as such action shall relate By signing this Agreement, User affirms that User has decided to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and allow User's guests to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense use of the Company unless Rental Premises with full knowledge that the employment of such counsel has been specifically authorized by the Company. The Company shall Indemnitees will not be liable to indemnify any person anyone for personal injuries or property damage. e. Permission is granted for any settlement emergency medical treatment needed. f. User acknowledges that CSC and the other Indemnitees are relying on User’s obligations hereunder and that CSC would be unwilling to enter into this Agreement in the absence of any such action effect without its consentthe release and indemnities contained herein.

Release and Indemnification. The Company hereby Pledgor releases and will defend and indemnify the Pledgee and any of its affiliates, directors, officers, members, managers, employees, agents, trustees, representatives, attorneys, attorney-in-fact, accountants or other advisors (collectively, the “Indemnitees”) from and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of: (i) releases any reasonable action that the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, Pledgee takes to perfect or continue the “indemnified parties”) from, Pledgee’s security interest in the Collateral; (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees exercise of any remedy available to indemnify and hold harmless the indemnified parties from and against Pledgee under the Securities Transfer Agreement or this Agreement (except for matters directly resulting from the negligence, breach of contract, any fraud or willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure intentional malfeasance on the part of such Indemnitee) and whether such action is brought by the Trustee to follow clear and reasonable instructions Pledgor, the Pledgee or any other party; or (iii) any investigative, administrative or judicial proceeding, whether or not the Pledgee shall be designated a party thereto (but not including any such proceeding initiated by or on behalf of the Company for investing moneysPledgor with respect to breaches of Pledgees obligations hereunder), shall have any liability for nonpayment which may be imposed on, incurred by or asserted against such Indemnitee as a result of interest on any uninvested moneys that or in connection with this Agreement the Trustee may hold at any time in trust or receive under any of the provisions of this Securities Transfer Agreement or the Indenture, transactions contemplated thereby (except as otherwise specifically agreed in writing. Promptly after receipt by for any fraud or willful and intentional malfeasance on the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense part of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expensesIndemnitee). Insofar as such action This Section 7(a) shall relate to any alleged liability in respect survive termination of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthis Agreement.

Release and Indemnification. The Company hereby and each Subsidiary --------------------------- Guarantor releases Bank (i) releases the Issuerand each director, its governing body membersofficer, officers, agents, including independent contractors, consultants employee and legal counsel, servants and employees (hereinafter, for purposes agent of this Section, the “indemnified parties”Bank) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to will jointly and severally indemnify and hold Bank (and each director, officer, employee and agent of Bank) harmless the indemnified parties from against any and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, obligations, losses, damages, costspenalties, expensesactions, judgments, suits, claimscosts, settlements expenses and disbursements of any kind or nature whatsoever, whether now existing or hereafter arising, and regardless by whom asserted or imposed, which arise out of, result from, or are otherwise connected with the transactions contemplated by this Agreement, the other Loan Documents, and any of the rights or remedies of Bank hereunder or thereunder unless and only to the extent that it shall be finally judicially determined that such liabilities, obligations, losses, damages, penalties, actions, judgments, of any nature whatsoever arising suits, costs, expenses and disbursements resulted primarily from the negligence or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation willful misconduct of the Facilities Bank. Company and each Subsidiary Guarantor will jointly or any activities related to the foregoing severally pay or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements reimburse all legal or other expenses reasonably incurred by Bank (and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body membereach director, officer, agent, consultant employee and legal counsel, servant or employee agent of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered Bank) in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust investigation or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement defense of any action or proceeding (whether or not resulting in liability) with respect to any such liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements in respect of which indemnity may be sought against pursuant to this subsection. The covenants of Company and Subsidiary Guarantors contained in this subsection shall survive the Company under execution of this Section, such person will notify Agreement and the Company in writing other Loan Documents and the repayment of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, Indebtedness hereunder and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthereunder.

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) ), all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. The Company agrees to indemnify and hold the Trustee and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees (including the allocated costs and expenses of in-house counsel and legal staff) (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Trustee is authorized to rely pursuant to the terms of the Indenture. In addition to and not in limitation of the preceding sentence, the Company also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of the Trustee’s performance under the Indenture or this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may any be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company hereby (ia) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer Landlord nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company City shall not be liable to indemnify Tenant and Tenant hereby waives all claims and causes of action against Landlord and City for any injury to or death of any person or damage to or destruction of property in or about the Premises, or any civil rights violations by or from any cause whatsoever, except to the extent resulting from the willful misconduct or sole negligence of Landlord or City (in which case this waiver shall not apply only as to Landlord or City). (b) Tenant acknowledges and understands that it is entering into this lease following acquisition of the premises by the Vacaville Redevelopment Agency. The Vacaville Redevelopment Agency acquired the property with the intent of marketing the property and re-selling it. Tenant acknowledges and agrees and to the extent allowed by law, hereby waives and releases Landlord and City from any and all claims for relocation benefits should (i) this lease be terminated early in the Event of Default; (ii) phase 1 of the Premises as set forth in the Conditions of Approval be unavailable for the 2001 Faire event as a result of anticipated development (in this case, the Faire event may still be conducted on the remainder of the Premises, however, phase 1 of the Premises shall not be subject to this lease or available for the Faire event or any associated activities or uses); or (iii) the lease not be renewed by Landlord as a result of marketing, development or sale of the property or for any settlement other reason. (c) Tenant shall indemnify, protect and hold Landlord and City harmless from and defend (by counsel reasonably acceptable to the indemnified party) Landlord and City against any and all claims, causes of action, liability, damage, loss or expense (including reasonable attorneys' fees and costs and court costs), statutory or otherwise arising out of or incurred in connection with (i) the use and occupancy of the Premises by Tenant, or any person claiming through Tenant or the presence of Visitors at the Premises, (ii) any activity, work or thing done or permitted or suffered by Tenant in or about the Premises, (iii) any acts, omissions or negligence of Tenant, any person claiming through Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person ("TENANT PARTY" or "TENANT PARTIES"), (iv) any breach, violation or nonperformance by any Tenant Party of any provision of this Lease or of any law, ordinance, rule or other governmental regulation of any kind, (v) except to the extent resulting from the willful misconduct or sole negligence of an Indemnified Party (in which case this indemnity shall not apply only as to such action effect without Indemnified Party), any injury to or damage to the person, property or business of any Tenant Party, or (vi) any claim by Tenant or any of its consentaffiliates or any other third party for relocation benefits. (d) The foregoing indemnity obligations of the parties shall include reasonable consultant and expert witness fees, attorneys' fees, investigation costs and all other reasonable costs and expenses incurred by reason of any of the foregoing. The provisions of this Paragraph 12 shall survive the expiration or earlier termination of this Lease with respect to any damage, injury or death occurring prior to such expiration or termination.

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forSublessee will save Sublessor harmless, and (iii) agrees to will exonerate, defend and indemnify and hold harmless the indemnified parties Sublessor, from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, liabilities or penalties asserted by or on behalf of any nature whatsoever arising from person, firm, corporation or related public authority: (a) On account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person whomsoever (other than Sublessor); (b) On account of or based upon any injury to person, or loss of or damage to property, sustained or occurring elsewhere (other than on the Premises) in any manner whatsoever to or about the acquisitionProperty (and, improvingin particular, equipping, ownership, leasing or operation without limiting the generality of the Facilities foregoing, on or any activities related to about the foregoing elevators, stairways, public corridors, sidewalks, approaches, areaways, or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements other appurtenances and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered facilities used in connection with the investment Property or the Premises) arising out of funds made in accordance with the Indentureuse or occupancy of the Property or the Premises by the Sublessee, oror by any person claiming by, absent failure through or under Sublessee, on account of or based upon the act, omission, fault, negligence or misconduct of all persons other than and those for whose conduct the Sublessor is legally responsible; (c) On account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Sublessor or its contractors, or agents or employees of either) on the part Premises during the term of this Sublease and during the period of time, if any, prior to the commencement of the Trustee Term that Sublessee may have been given access to follow clear the Premises; and (d) On account of or resulting from the failure of Sublessee to perform and reasonable instructions discharge any of the Company for investing moneysits covenants and obligations under this Sublease and, shall have any liability for nonpayment in respect of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement foregoing, from and against all costs, expenses (including reasonable attorneys' fees), and liabilities incurred in or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beconnection with any such claim, or any such other indemnified person of notice of the commencement action or proceeding brought thereon; and in case any action or proceeding be brought against Sublessor by reason of any action in respect of which indemnity may be sought against the Company under this Sectionsuch claim, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company Sublessee upon notice from Sublessor shall assume the defense of at Sublessee's expense resist or defend such action (including the employment of or proceeding and employ counsel who shall be counsel therefor reasonably satisfactory to the IssuerSublessor, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of it being agreed that such counsel as may act for insurance underwriters of Sublessee engaged in such defense shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentdeemed satisfactory.

Release and Indemnification. The (a) In consideration of the above, the sufficiency of which the Director hereby acknowledges, the Director, as of the Resignation Date, on behalf of the Director and the Director’s heirs, executors and assigns, agrees to release and forever discharge the Company hereby (i) releases and each of the IssuerCompany’s shareholders, its governing body membersparents, affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, and contractors and their heirs and assigns, and any and all employee pension benefit or welfare benefit plans of the Company, including independent contractorscurrent and former trustees and administrators of such employee pension benefit and welfare benefit plans (the “Released Parties”), consultants and legal counselfrom all claims, servants and employees (hereinaftercharges, for purposes or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this SectionAgreement, including, without limitation, any claims the Director may have arising from or relating to the Director’s service as a director of the Company. The release provided for herein includes a release by the Director of any claims in any way related to the Director’s service as a director with, or resignation from, the “indemnified parties”) fromCompany. The Director understands that this is a general waiver and release of all claims, (ii) agrees known or unknown, that the indemnified parties shall Director may have against the Released Parties based on any act, omission, matter, cause or thing that occurred through the date the Director signs this Agreement. This release does not release the Company from any obligations due to the Director under this Agreement, or from any rights, claims or coverages to which Director may be liable forentitled in respect of or under any former, current or future insurance policies of the Company and its affiliates. (b) In consideration of the above, the sufficiency of which the Company hereby acknowledges, as of the Resignation Date, the Company and its successors and assigns agrees to release and forever discharge the Director and the Director’s heirs, executors and assigns, from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of their period of service as a director of the Company to the Resignation Date, except for breaches regarding disclosure of confidential information or for conduct involving theft, fraud or embezzlement. (c) It is a condition hereof, and it is the Parties’ intention in the execution of the general release in this Section 5, that the same shall be effective as a bar to each and every claim hereinabove specified. (iiid) agrees to From and after the Resignation Date, the Company shall indemnify and hold harmless the indemnified parties from and Director against any costs or expenses (except for matters directly resulting from the negligenceincluding reasonable attorney’s fees), breach of contractjudgments, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesfines, losses, damages, costs, expenses, suits, claims, settlements and judgmentsdamages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, arising out of any nature whatsoever arising from matters existing or related in any manner whatsoever occurring at or prior to the acquisitionResignation Date, improvingwhether asserted or claimed prior to, equippingat or after the Resignation Date, ownership, leasing arising in whole or operation in part out of the Facilities or any activities related pertaining to the foregoing or to the failure fact that he was a director of the Company to perform any the fullest extent which such Director would be entitled under the Amended and Restated Articles of its obligations under this Agreement. All covenants, stipulations, promises, agreements Incorporation and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions Bylaws of the Company for investing moneys, shall have any liability for nonpayment of interest and Colorado law as in effect on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentdate hereof.

Release and Indemnification. The Company (a) LICENSEE, for itself, its successors and assignees, agrees to and hereby does release COLT from any and all claims and liability for damage to property, property loss or personal injury or death which may be sustained by LICENSEE and which in any way arises from or is connected with performance of this Agreement or the sale of any Products. LICENSEE shall indemnify and hold COLT harmless from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), arising during or after the term of this Agreement in anyway arising out of LICENSEE’s activities hereunder, including without limitation any actual or alleged: (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes breach or violation by LICENSEE of this Section, the “indemnified parties”) from, Agreement; (ii) agrees that other act of commission or omission outside the indemnified parties shall not be liable forscope of LICENSEE’s authority, and (iii) defect in the Product or other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in the production of such articles; and (v) improper reproduction or use of the COLT Trademarks or of any copyright, service xxxx, patent, confidential information and privacy, publicity or other rights. In the case of a legal or other proceeding by a third person against LICENSEE and COLT, notwithstanding LICENSEE’s obligation hereunder, COLT shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and LICENSEE shall assist and fully cooperate with COLT in connection with such proceeding provided that LICENSEE, at its own expense, shall have the right of appearance by counsel of its own selection. (b) COLT, for itself, its successors and assignees, agrees to indemnify and hold LICENSEE harmless the indemnified parties from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (except for matters directly resulting from including reasonable attorney’s fees and other fees and costs), arising during or after the negligence, breach term of contract, willful misconduct, bad faith this Agreement in any way arising out of or recklessness connected with a claim that LICENSEE’s use of an indemnified party the Trade Name or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, the COLT Trademarks infringes on the rights of any nature whatsoever arising from or related in other party, provided that this indemnity obligation shall not extend to any manner whatsoever claim relating to the acquisition, improving, equipping, ownership, leasing or operation a use by LICENSEE of the Facilities Trade Name or any activities related to the foregoing or to the failure COLT Trademark in violation of the Company to perform any terms of its obligations under this Agreement. All covenantsIn the case of such a legal or other proceeding by a third person against LICENSEE and COLT, stipulationsnotwithstanding COLT’s obligation hereunder, promisesLICENSEE shall have the right, agreements in its discretion, to control all aspects of such proceeding (including choice of attorney and obligations of the Issuer contained herein settlement) and COLT shall not be deemed to be the covenants, stipulations, promises, agreements assist and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered fully cooperate with LICENSEE in connection with the investment of funds made in accordance with the Indenturesuch proceeding provided that COLT, orat its own expense, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate of appearance by counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentown selection.

Release and Indemnification. The Company In consideration of the agreement of Lender to modify the terms of the Loan Agreement as set forth in this Amendment, the Loan Parties hereby (i) releases the Issuerrelease, discharge and acquit forever Lender and its governing body membersaffiliates and participants and any of its or their officers, officersdirectors, servants, agents, including independent contractorsemployees and attorneys, consultants past and legal counselpresent, servants from any and employees (hereinafterall claims, for purposes demands and causes of this Sectionaction, of whatever nature, whether in contract or tort, accrued or to accrue, contingent or vested, known or unknown, arising out of or relating to the “indemnified parties”) fromLoans and the Loan Agreement, (ii) agrees as hereby amended, or Xxxxxx's administration of same, or any other actions taken pursuant to the Loan Agreement or under any other documents or instruments evidencing loans made by Lender to the Borrowers, except to the extent such claims, demands and causes of action are determined by a court of competent jurisdiction by final and non- appealable judgment to have been caused by Xxxxxx's gross negligence or willful misconduct; provided, however, that the indemnified parties shall not be liable for, foregoing release and (iii) agrees the following indemnity relate only to the actions or inactions of Lender and its affiliates and participants through the date hereof. The Loan Parties hereby further indemnify and hold Lender and its affiliates and participants, and all officers, directors, servants, agents, employees and attorneys of Lender and its affiliates and participants, past or present, harmless from any and all such claims, demands and causes of action by the indemnified parties from Loan Parties, or anyone claiming by, through or under the Loan Parties, said indemnity to cover all losses and against (except for matters directly resulting from the negligenceexpenses incurred by Lender and its affiliates and participants, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party its or their officers, directors, servants, agents) all liabilities, lossesemployees or attorneys, damagespast or present, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment any such claims, demands or causes of funds made in accordance with the Indentureaction, or, absent failure on the part of the Trustee to follow clear including all reasonable outside attorneys fees and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenturecosts, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedextent such claims, the Company shall assume the defense demands and causes of such action (including the employment are determined by a court of counsel who shall be counsel reasonably satisfactory competent jurisdiction by final and non-appealable judgment to the Issuer, Trustee have been caused by Xxxxxx's gross negligence or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentwillful misconduct.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Issuer, its governing body members, officersfull extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, including independent contractorscustomers, consultants licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and legal counselneither Lessor nor Lessor’s agents, servants employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Lessee shall indemnify, protect, defend and employees hold harmless each of the Indemnified Parties from and against any and all Losses (hereinafterexcluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, for purposes however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this SectionLease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the “indemnified parties”) fromexpiration or earlier termination of this Lease for any reason whatsoever. Lessor shall indemnify, (ii) agrees that the indemnified parties shall not be liable forprotect, and (iii) agrees to indemnify defend and hold harmless the indemnified parties Lessee, their agents, employees, invitees, patients, partners, officers and contractors from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified any and all Losses suffered by such party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation out of the Facilities gross negligence or any activities related to willful misconduct of Lessor, its agents, employees or contractors; provided, however, that the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein term “gross negligence” shall not be deemed include gross negligence imputed as a matter of law to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Lessor or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Indemnified parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease or caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentPersons.

Release and Indemnification. The Company I hereby (i) releases the Issueragree to release and forever discharge ACP and each of its employees, its governing body members, officers, directors, shareholders, affiliates, agents, including independent contractorsrepresentatives, consultants and legal counselsuccessors, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forheirs, and assigns (iiicollectively the "Releasees") agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligenceany and all responsibilities, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossesclaims, demands, damages, costs, expenses, suitsactions and causes of action, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price out of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part use of the Trustee Materials(s) or my likeness, including, but not limited to, any and all Claims for invasions of privacy, defamation, or infringement of copyright, including any and all liabilities incurred by ACP for reasonable attorneys’ fees and related costs and expenses (collectively the "Claims"); and I hereby agree to follow clear indemnify, save, and reasonable instructions hold harmless the Releasees from and against any and all Claims of any kind resulting from or in any way related to the use of the Company for investing moneysMaterials(s) or my likeness, shall have including, but not limited to, any liability for nonpayment Claims related to the use of interest on my name or image. I represent and warrant that no other party has any uninvested moneys that the Trustee may hold at any time claim, interest, or right in trust or receive under any of the provisions of this Agreement and to my likeness, or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may beMaterial(s), or any of its contents. I hereby represent and warrant that I have the requisite legal authority necessary to enter into this Agreement and to grant the rights related to my name, image, recording or likeness provided related to the Materials hereunder to ACP. I hereby represent and warrant that any statement(s) made by me and displayed and/or recorded by ACP, is/are true and accurate, and that neither my statements nor my appearance violates or infringes upon any intellectual property rights, copyrights, trademarks, or any other proprietary or personal rights of any third party. Personally Identifiable information. I hereby represent and warrant that I will take any and all possible steps and measures to protect and not disclose any information, either alone or if combined with other information, that will allow third parties (i.e., viewers and/or listeners) to identify, distinguish, or trace any individual(s), when such information is provided on its own or combined with other indemnified person information. If I am unable to protect the identity any individual(s) referenced during my recorded interview and/or presentation, I will refer to the individual(s) as “Mr. X” or “Ms. X,” or by a set of notice initials that cannot be utilized to identify such individual. In the event that I neglect or otherwise fail to protect the identity of any individual discussed during my recorded interview and/or presentation, I represent and warrant to ACP that if any of my interview and/or presentation contains any personally identifiable information that can be utilized to identify any third party, whether such information is provided in oral or written format, that prior to my presentation, I will obtain any and all necessary consents from any third parties allowing ACP to use and disclose such third party’s personally identifiable information during my interview and/or presentation and in the Material(s). I further represent and warrant that any such consent obtained by me from any third party shall be irrevocable and shall transfer and assign any and all rights, title, and interest in the Material(s) to ACP. Any consents required from third parties as described in the paragraphs above shall be in writing, signed by the third party and myself, and shall include the following provisions accepted by such third party that: (1) such third party agrees that his/her identity and/or personally identifiable information, whether written or oral, may be disclosed during my recorded presentation and/or interview; (2) such third party consents to the disclosure of their personally identifiable information in the dissemination of the commencement of Material(s); and (3) ACP has any action and all right, title, and interest in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject and to the provisions hereinafter statedMaterial(s) and ACP shall be permitted to use or otherwise exploit, in whole or in part, with or without attribution to any third party, the Company shall assume the defense Material(s) in any format whatsoever, including, but not limited to displaying such content on any of such action (including the employment ACP’s website, in any of counsel who shall be counsel reasonably satisfactory to the IssuerACP’s journals, Trustee publications, or such marketing materials, any other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer website or any other publication that hosts ACP’s journals, publications, or marketing materials or any of its content, print or digital, arising from my recorded presentation and/or interview. I acknowledge and agree that it is my obligation to inform any and all third parties whose personally identifiable information will be provided during my recorded presentation and/or interview that no third party will be permitted to review, edit, or approve any content that contains such other indemnified person shall have the right third party’s personally identifiable information. I attest that I will indefinitely retain and provide to employ separate counsel in ACP, upon ACP’s request, any and all such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentexecuted informed consent forms.

Release and Indemnification. (a) As of the Effective Time (as defined in the Merger Agreement), the Company irrevocably and unconditionally releases, waives and forever discharges Consultant, and his successors, heirs, legatees and legal representatives, from any and all causes of action, claims, damages, judgments and agreements arising out of claims by the Company and its subsidiaries or their direct and indirect stockholders (but only such stockholders from and after the Effective Time (as defined below)) relating to the calculation of Consultant’s Change in Control payment in accordance with paragraph 9 hereof, whether known or unknown, express or implied in contract, federal, state or local statute, executive order, law, common law, ordinance, tort or otherwise. (b) As of the Effective Time (as defined in the Merger Agreement), Consultant irrevocably and unconditionally releases, waives and forever discharges the Company and its subsidiaries and their direct and indirect stockholders (but only such stockholders from and after the Effective Time) from any and all causes of action, claims, damages, judgments and agreements arising out of claims by the Consultant, and his successors, heirs, legatees and legal representatives, relating to the calculation of Consultant’s Change in Control payment in accordance with paragraph 9 hereof, whether known or unknown, express or implied in contract, federal, state or local statute, executive order, law, common law, ordinance, tort or otherwise. (c) The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold Consultant, and his successors, heirs, legatees and legal representatives, harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesany damages, losses, damagesliabilities, costsobligations, expenses, suits, claims, settlements and judgments, claims of any nature whatsoever arising from kind, interest and expenses (including without limitation, reasonable attorneys fees and expenses) suffered, incurred or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered paid in connection with or arising out of any claims by the investment Company and its subsidiaries or their direct and indirect stockholders (but only such stockholders from and after the Effective Time) relating to the calculation of funds made Consultant’s Change in Control payment in accordance with the Indenture, or, absent failure on the part of the Trustee paragraph 9 hereof. (d) Consultant agrees to follow clear indemnify and reasonable instructions of hold the Company for investing moneysand its subsidiaries and their direct and indirect stockholders (but only such stockholders from and after the Effective Time) harmless from and against any damages, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenturelosses, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trusteeliabilities, as the case may beobligations, or any such other indemnified person of notice of the commencement claims of any action kind, interest and expenses (including without limitation, reasonable attorneys fees and expenses) suffered, incurred or paid in respect connection with or arising out of which indemnity may be sought against the Company under this Sectionany claims by Consultant, such person will notify the Company in writing of the commencement thereofand his successors, andheirs, subject to the provisions hereinafter statedlegatees and legal representatives, the Company shall assume the defense calculation of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the Consultant’s Change in Control payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentaccordance with paragraph 9 hereof.”

Release and Indemnification. The Company hereby (i) releases the IssuerApplicant, its governing body members, officers, agents, including independent representatives, invitees and employees hereby release and discharge the City of Hobart (“City”), the RDC, the HHPC, and the officials, employees, consultants, and representatives thereof from any liability whatsoever arising from the grant or denial of approval of the Applicant’s façade proposal, the performance of any work undertaken pursuant to any approved grant to the applicant, any liability for negligent design, the payment or non-payment of contractors, consultants sub-contractors, materialmen and legal counselsuppliers, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable forany claim under any prevailing wage laws, and (iii) any other liability which may arise by reason of or related to the Program. The Applicant also agrees to indemnify and hold harmless the indemnified parties City, the RDC, the HHPC, and the officials, employees, consultants, and representatives thereof from any and against (except all liability on any claim, action or cause of action whatsoever, for matters directly resulting from the negligenceany property damage, breach of contractpersonal injury, willful misconductor other liability, bad faith whether sounding in contract or recklessness of an indemnified party or their agents) all liabilitiestort, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities way related to the foregoing grant or denial of approval of the Applicant’s façade proposal, the performance of any work undertaken pursuant to any approved grant to the failure of the Company to perform any of its obligations under this Agreement. All covenantsapplicant, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment negligent design, the payment or non-payment of interest on contractors, sub-contractors, materialmen and suppliers, any uninvested moneys that the Trustee may hold at any time in trust or receive claim under any prevailing wage laws and any other liability which may arise by reason of or related to the Program. The Applicant’s duty of indemnification shall extend to and include reimbursement of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the attorney fees and expenses of such counsel shall not be at the expense litigation of the Company unless City, the employment of such RDC, the HHPC, and the officials, employees, consultants, and representatives thereof who shall have the sole right to select and direct counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for and approve any settlement of any such action effect without its consentclaimed property damage, personal injury, or other liability.

Release and Indemnification. The Company hereby Undersigned (ia) releases unconditionally releases, forever discharges, and agrees not to xxx the Issuer, its governing body members, officers, agentsReleased Parties for any claims or causes of action for any liability or loss of any nature, including independent contractorspersonal injury, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordeath, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA/ MESA Association of Sports for the Disabled dba Arizona Disabled Sports events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (iiib) agrees to indemnify indemnify, defend, and hold harmless the indemnified parties Released Parties from and against (except for matters directly resulting any liability or damage of any kind and from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, any suits, claims, settlements or demands, including legal fees and judgmentsexpenses whether or not in litigation, of any nature whatsoever arising from out of, or related to, Participant’s participation in any manner whatsoever such events or activities or the Participant’s presence on or travel to the acquisitionpremises where such events or activities take place. Undersigned parent, improvingor legal guardian, equippingor legal representative acknowledges that he/she is not only signing this Agreement on his/her behalf, ownership, leasing or operation but that he/she is also signing on behalf of the Facilities minor or any activities related to legally incapacitated adult and that the foregoing minor or to the failure legally incapacitated adult shall be bound by all the terms of the Company to perform any of its obligations under this Agreement. All covenantsAdditionally, stipulationsby signing this Agreement as the parent, promisesor legal guardian, agreements and obligations or legal representative of a minor or legally incapacitated adult, the parent, legal guardian, or legal representative understands that he/she is also waiving rights on behalf of the Issuer contained herein shall minor or legally incapacitated adult that the minor or legally incapacitated adult otherwise may have. The Undersigned parent, or legal guardian, or legal representative agrees that, but for the foregoing, the minor or legally incapacitated adult would not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and permitted to participate in the defense thereofactivities. By signing below, but I hereby represent that I am the fees parent, legal guardian, or legal representative of a minor, or legally incapacitated adult Participant and expenses of such counsel shall not be at that I have the expense of authority to sign on the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentParticipant’s behalf.

Release and Indemnification. The Each of the Company and each of the Subsidiaries, individually and on behalf of its respective directors, officers, employees, agents, principals, predecessors, successors and assigns (the "Releasing Parties"), hereby unconditionally and irrevocably compromises, settles and fully releases and forever discharges Amegy and its present and former officers, servants, employees, attorneys, agents, principals, directors, shareholders, subsidiaries, predecessors, successors and assigns (the "Released Parties") from and indemnifies the Released Parties against any and all costs, expenses (including, but not limited to, any fees and expenses incurred in any bankruptcy proceeding), claims, demands, damages, actions, causes of action, liability or suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or federal law, rule or regulation, which any of them now has, in the past had, or in the future may have against the Released Parties or any of them, whether known or unknown, asserted or unasserted, that directly or indirectly in any way relate to, are based upon, or arise out of any circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, duty, responsibility, warranty, statement or representation whatsoever related in any way to the Amegy Debt, the Amegy Debt Documents, the Amegy Letters of Credit and any other documents or instruments executed in connection with the Amegy Debt or in evidence of any indebtedness between the Company or the Subsidiaries and Amegy (all of which claims are referred to collectively as the "Released Claims"), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the obligations of the Releasing Parties under this Section 7 shall not apply to the extent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever (i) releases the Issuerxxx any Released Party in any court or tribunal or bring any action, its governing body memberslawsuit or cause of action (whether by way of direct action, officerscounterclaim, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”crossclaim or interpleader) from, against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim or (ii) agrees that challenge the indemnified parties shall not be liable forvalidity of or attempt to avoid any transfer made or described hereunder. Each Releasing Party hereby agrees, unconditionally and (iii) agrees irrevocably, to defend, indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation each of the Facilities or any activities related to Released Parties from all Released Claims (collectively, the foregoing or to "Indemnified Claims"), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein Releasing Parties under this Section 7 shall not be deemed apply to be the covenantsextent a Released Claim arose from a Released Party's gross negligence or willful misconduct. Each Releasing Party will indemnify, stipulationsdefend and hold harmless the Released Parties from the Indemnified Claims by all appropriate proceedings to a final conclusion or settlement, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee at the discretion of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentReleased Parties.

Release and Indemnification. The Company In exchange for being allowed to use any of the Services provided by SMMS or Course, You (acting for You and for all of Your family, heirs, agents, affiliates, representatives, successors, and assigns) hereby expressly fully and forever release, discharge, indemnify, and hold harmless SMMS and Course, and each of their owners, managers, affiliates, employees, agents, representatives, successors, and assigns (the “Released Persons”) for any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent) to You or any third party, that arise from or relate to (i) releases any of the Issuer, its governing body members, officers, agentsServices, including independent contractorsany Vehicle, consultants and legal counselequipment or related information, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, and/or (ii) agrees Your use of any of the foregoing (“Claims”), that You or any third party may have or may have against any Released Person, including but not limited to all liability for any property loss or damage, personal injury or loss of life, regardless of the indemnified parties shall not be liable forcause, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, whether based upon breach of contract, willful breach of warranty, negligence or any other legal theory, except for claims based on Released Persons’ gross negligence or intentional misconduct. To the fullest extent permitted by law, bad faith this release and hold harmless agreement includes any and all Claims related to or recklessness of an indemnified party arising from the sole or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, partial negligence of any nature whatsoever arising from Released Persons. You hereby expressly waive any claims against the Released Persons which You do not know or related suspect to exist in any manner whatsoever to Your favor at the acquisition, improving, equipping, ownership, leasing or operation time of use of the Facilities or Services, and expressly waives Your rights under any activities related statutes that purport to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementpreserve Your unknown claims. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed Such releases are intended to be the covenants, stipulations, promises, agreements general and obligations complete releases of all Claims. The Released Persons may plead such releases as a complete and sufficient defense to any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeClaim, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense intended third party beneficiaries of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentreleases.

Release and Indemnification. The Company Producer, for herself/himself/itself and on behalf of any of her/his/its collaborators, affiliates, employees, volunteers, contractors, funders, representatives, and agents (collectively, “Releasors”), assumes all risk of injury or loss and hereby (i) releases the Issuerreleases, waives, discharges, and covenants not to sue Burning Man or its governing body members, officers, agentsdirectors, including independent employees, collaborators, affiliates, volunteers, contractors, consultants funders, representatives, and legal counselagents (collectively, servants “Releasees”) from all claims and employees (hereinafterliability, known and unknown, that are or may be owed to Releasors and Releasors’ personal representatives, assigns, heirs, and next of kin, for purposes any loss or damage of any sort arising out of or relating to the Production, the Recorded Content, and/or Producer’s attendance at the Event. Releasors expressly waive all rights they may have under Section 1542 of the California Civil Code, which states: A GENERAL RELEASE DOES NOT EXTEND THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. If, however, any Releasee files a claim against Releasors, Releasors may file a counterclaim or cross- complaint related to the same facts and circumstances. Releasors expressly agree the release and waiver herein are intended to be as broad and as inclusive as permitted by governing law. Nothing in this Section is intended to release any nonperformance or breach of this SectionAgreement by Burning Man. Releasors shall indemnify, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable fordefend, and (iii) agrees to indemnify and hold Releasees harmless the indemnified parties from and against (except for matters directly resulting any claim, suit, loss, demand, or damage, actual or threatened, valid or invalid, and from the negligenceany damages, breach of contractjudgments, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expensesand expenses (including reasonable attorneys’ fees), suitsdirect or indirect, claims, settlements and judgments, arising out of any nature whatsoever arising from or related in any manner whatsoever relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedProduction, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the IssuerRecorded Content, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be and/or Producer’s attendance at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentEvent.

Release and Indemnification. The (a) For so long as the Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall does not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related default in any manner whatsoever to material respect in the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any performance of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations provided that none of the Issuer contained herein shall not be deemed conditions described in Section 4 of this Agreement fail to be occur as the covenants, stipulations, promises, agreements and obligations result of any governing body member, officer, agent, consultant and legal counsel, servant or employee matters within the reasonable control of the Issuer Company, Member, on behalf of itself, its members, Assignee, and those persons listed as "Member Parties" in the individual capacity thereof. No recourse shall be had for the payment "Joinder" section of the principal signature page of this Agreement, and each of their respective officers, directors, employees, agents and contractors (collectively, the "Member Parties") hereby release and forever discharge the Company Parties (as hereinafter defined) from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, known or Redemption Price unknown, actual or contingent, arising out of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment Property or the Company, including, without limitation, the execution and deliver of funds made the Operating Agreement, the performance of each of the obligations of any of the Company Parties thereunder, and the acquisition, development, construction, financing, ownership or management of the Property, and any acts or omissions in accordance with connection therewith, but specifically excluding any breach or default in the Indentureperformance of a party's obligations under this Agreement or any deed, orassignment, absent failure agreement or other document to be delivered pursuant to the terms hereof (collectively, the "Claims"). (b) For so long as Member does not default in any material respect in the performance of its obligations under this Agreement, and provided that none of the conditions described in Section 4 of this Agreement fail to occur as the result of matters within the reasonable control of Member, the Company on behalf of itself, its members, and those persons listed as "Company Parties" in the "Joinder" section of the signature page of this Agreement, and each of their respective officers, directors, employees, agents and contractors (collectively, the "Company Parties") hereby release and forever discharge the Member Parties from and against any and all Claims. (c) The Member Parties and the Company Parties agree and acknowledge that the releases contained in this Section 8 are intended to constitute general releases of all claims of every kind and nature relating to or arising from the Property and/or the Operating Agreement, and that such releases relate to matters which may be disputed or contested and shall not be construed as an admission of liability on the part of the Trustee to follow clear and reasonable instructions any party. (d) Each of the Company for investing moneysParties and the Member Parties hereby agrees to indemnify the other party and hold it harmless from and against any and all claims, shall have demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys' fees, resulting from (i) any liability for nonpayment of interest on any uninvested moneys that action, proceeding or other legal action instituted against the Trustee may hold at any time in trust or receive under other party by any of the Company Parties or the Member Parties, respectively, on account of any Claims, and (ii) any misrepresentations or breach of warranty or breach of covenant made by such party in this Agreement or in any document, certificate, or exhibit given or delivered to the other pursuant to or in connection with this Agreement. (e) The provisions of this Agreement or Section 8 shall survive beyond the IndentureClosing, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice delivery of the commencement Deed the Ground Lease Assignment and any termination of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentAgreement.

Release and Indemnification. The Company hereby I (iand anyone claiming on my behalf) releases the Issuerrelease, discharge, and covenant not to xxx CSA and its governing body membersowners, officersdirectors, officers affiliates, employees, agents, including independent contractors, consultants designees and legal counsel, servants and employees lessors of any premises on which the Program or any activity related in any way thereto takes place (hereinafter, for purposes of this Sectioncollectively, the “indemnified partiesReleased Parties”) fromfrom all liability, (ii) agrees claims, demands or causes of action of any nature and kind, known or unknown, which I may have against the Released Parties arising out of or related to any injury, loss or damage to person or property that may be sustained as a result of my participation in the indemnified parties Program. a. I understand that participation in the Program involves inherent risks, including risk of physical or psychological injury, pain, suffering, illness, disfigurement, temporary or permanent paralysis and/or death, and I assume all related risks and voluntarily participate in the Program. b. I agree that if, despite this release and waiver of liability, assumption of risk, and indemnity agreement, I, or anyone on my behalf, makes a claim against any of the Released Parties, I WILL INDEMNIFY, SAVE AND HOLD HARMLESS each of the Released Parties from any litigation expenses, attorney fees, loss, liability, damage, or cost which any may incur as a result of such claim, to the fullest extent permitted by law. c. This release shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever way construed as an admission by CSA that it has acted wrongfully with respect to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities me or any activities related to the foregoing other person, nor that it admits liability or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold responsibility at any time in trust for any purpose, nor that I have any rights whatsoever against CSA. d. I understand that once I complete the Program, I am solely responsible for staying current with applicable cargo securement laws and regulations and will not hold CSA or receive under any of the provisions other Released Parties responsible for Program information or instruction that may be superseded or generally becomes outdated after my completion of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, Program. e. I will not hold CSA or any such other indemnified person of notice of the commencement other Released Parties responsible for any Program instruction that results in injury, damage, death or citations of any action in respect of which indemnity may be sought against the Company under this Sectionkind when applied to actual "real world" securement situations, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee nor for any incorrect information or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate instruction provided during my participation in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentProgram.

Release and Indemnification. The Company hereby (i) releases the Issuera. Neither CSC, nor its governing body officers, directors, agents or members, officersor the Town of Cohasset, shall be liable to User or User’s guests, agents, including independent contractorsemployees artists, consultants and legal counsel, servants and employees (hereinafterthe like, for purposes any death, injury, damage or other loss suffered by any of them relating to this Agreement or the transactions contemplated hereby, or arising out of the Event, including without limitation in connection with or as a result of User’s or User’s guests agents, employees or artists; use of Founders’ Hall, the Rental Premises or the surrounding areas, except that CSC shall be liable for its own gross negligence or willful misconduct. The provisions of this Section, subsection shall survive the “indemnified parties”) from, (ii) agrees that termination of this Agreement with respect to any damage injury or loss occurring prior to the indemnified parties shall not be liable for, and (iii) termination of this Agreement. b. User herby agrees to indemnify and hold harmless CSC, its officers, directors, agents and members, and the indemnified parties Town of Cohasset (“Indemnitees”) harmless from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, obligations, losses, damages, costspenalties, expensesactions, judgments, suits, claims, settlements costs, expenses, and judgments, disbursements of any kind or nature whatsoever arising from (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or related judicial proceedings, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any such Indemnitee in any manner whatsoever relating to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions arising out of this Agreement or the Indenturetransactions contemplated hereby, including without limitation in connection with or as a result of User or User’s guests, agents, employees, or artists, use of the Rental Premises, including Founders’ Hall, or the surrounding areas, and any breach of this Agreement, except as otherwise specifically agreed that User shall have no obligation to any Indemnitee hereunder with respect to any liability arising from the gross negligence or willful misconduct of that Indemnitee. The provisions of this subsection shall survive the termination of this Agreement with respect to any damage injury or loss occurring prior to the termination of this Agreement. c. User agrees to forever RELEASE CSC, its officers, agents, employees, volunteers, booking agent and any and all organizations assisting or participating in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice voluntary uses of the commencement Rental Premises, including Founders’ Hall from any and all claims, actions and causes of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing that arise from or relate to User’s use of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may beRental Premises. d. User further affirms that User has read this Paragraph 6, and that User understands its contents. User understands that participation in the payment of expenses)Event by User's guests is voluntary and that User's guests and User are free to choose not to participate in said programs. Insofar as such action shall relate By signing this Agreement, User affirms that User has decided to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and allow User's guests to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense use of the Company unless Rental Premises with full knowledge that the employment of such counsel has been specifically authorized by the Company. The Company shall Indemnitees will not be liable to indemnify any person anyone for personal injuries or property damage. e. Permission is granted for any settlement emergency medical treatment needed. f. User acknowledges that CSC and the other Indemnitees are relying on User’s obligations hereunder and that CSC would be unwilling to enter into this Agreement in the absence of any such action effect without its consentthe release and indemnities contained herein.

Release and Indemnification. The As further consideration for the rights and privileges granted herein, Licensee agrees to the following: It is understood that the Licensed Area consists of mostly undeveloped and untamed land, and the Licensee has had an opportunity to inspect the Licensed Area and accepts the Licensed Area in an “as is” condition and further, the Licensee understands that hunting is a dangerous activity and that there may be hazards (known and unknown, hidden and observable), including but not limited to, those set forth above under Section I, part 4, and other dangers such as holes, cracks or openings in the earth, fence wire, snakes, xxxxx, swamps, brush and other growth, ponds, harmful plants, wild or poisonous animals, insects, bats, unauthorized or careless persons on the land, other hunters, or other risks that may be dangerous and cause injury and/or death and that Licensee assumes all such risks as his/her own responsibility, without liability to or recourse against the Licensor, Company hereby or their agents, officers, directors, employees, assignees and heirs. That although Licensor may have a greater knowledge of land or the Licensed Area than Licensee, that is impracticable and virtually impossible for Licensor to list and/or to physically show Licensee each and every potential hazard on the Licensed Area and Licensee enters onto the Licensed Area despite same and at Licensee’s own risk and without liability to Licensor or Company or their agents, officers, directors, employees, assignees and heirs. That the property is not entirely fenced and that Licensor cannot reasonably protect against or effectively stop unauthorized persons from trespassing upon the Real Estate including but not limited to other hunters who may wrongfully enter upon the Real Estate without authorization and may create additional dangers to Licensee, and Licensee has entered into this Agreement with such understanding and agrees to accept and assume the same at its own risk and without liability to Licensor or Company or their agents, officers, directors, employees, assignees and heirs. To forever release, defend, indemnify, and hold harmless Licensor and Company, their agents, officers, directors, employees, assigns and heirs, from and against any and all liability, claims, fines, settlements, damages, demands, costs, suits or causes of action of whatsoever nature, including but not limited to reasonable attorney’s fees and costs of defense, arising out of bodily injury to, illness or death of any person, including Licensee or other member of the Hunting Group, and/or damage to property of any person, legal entity, or third party, arising out of or relating to this Agreement or any activities occurring upon the Licensed Area. Licensee(s), at its own expense, shall maintain during the term of this License a policy or policies of comprehensive general liability insurance, including personal injury and property damage, with contractual liability endorsement, in the amount of One Hundred Thousand Dollars ($100,000) for damage to rented premises and One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate for personal injuries or deaths of persons occurring on or about the Licensed Area and property damage. Said Policies shall (i) releases name Licensor and Company as an additional insured and insure Licensor's and Company’s liability for claims arising under this License (except for the Issuerworker's compensation policy, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes which instead shall include waiver of this Section, the “indemnified parties”) fromsubrogation endorsement in favor of Licensor), (ii) agrees that the indemnified parties shall not be liable forissued by an insurance company which is acceptable to Licensor, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein provide that said insurance shall not be deemed canceled unless thirty (30) days prior written notice shall have been given to Licensor. Said policy or policies or certificates thereof shall be the covenants, stipulations, promises, agreements delivered to Licensor and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee Company by Licensee(s) upon commencement of the Issuer in the individual capacity thereof. No recourse shall be had for the payment term of the principal or Redemption Price License and upon each renewal of or Purchase Price or interest on said insurance. In the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberevent Licensee is a business, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the uses this License as part of the Trustee scope of employment of its employees, Licensee shall in addition to follow clear the above provide evidence satisfactory to Licensor that Licensee is fully compliant with all workers compensation laws and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except coverages as otherwise specifically agreed in writing. Promptly after receipt required by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of State on which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentlicensed property is located.

Release and Indemnification. The Company hereby (i) releases the IssuerA. Partner shall indemnify, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify defend and hold harmless the indemnified parties MTA, its affiliated agencies, subsidiaries, directors, officers, and employees, the State of Connecticut and the Connecticut Department of Transportation, if applicable (collectively, the “Indemnified Parties”) from and against (except for matters directly resulting from the negligenceany and all claims, breach of contractliabilities, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesdamages, losses, damages, costs, costs and expenses, suitsincluding reasonable attorneys’ fees and witness fees (collectively, claims“Claims”) arising out of, settlements or connected with, any alleged act or omission by Partner, its directors, officers, employees, agents and judgments, contractors or any alleged breach of any nature whatsoever arising from of Partner’s representations, warranties, or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenantsIf so requested by the MTA, stipulations, promises, agreements and obligations Partner shall defend any such claim in the name of the Issuer contained herein MTA but at Partner’s expense. At its option, the MTA may participate in such defense at its own expense and approve any offers or agreements regarding terms of settlement. B. MTA shall not be deemed to be indemnify, defend and hold harmless the covenantsPartner, stipulationsits affiliated agencies, promisessubsidiaries, agreements directors, officers, and obligations of employees, if applicable (collectively, the “Indemnified Parties”) from and against any governing body memberand all claims, officerliabilities, agentdamages, consultant losses, costs and legal counselexpenses, servant including reasonable attorneys’ fees and witness fees (collectively, “Claims”) arising out of, or employee of connected with, any alleged act or omission by the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer MTA, its directors, officers, employees, agents and contractors or any governing body member, officer, agent, consultants and legal counsel, servant or employee alleged breach of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of MTA’s representations, warranties, or obligations under this Agreement or the Indenture, except as otherwise specifically agreed in writingAgreement. Promptly after receipt If so requested by the Issuer or TrusteePartner, as the case may be, or MTA shall defend any such other indemnified person of notice claim in the name of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedPartner but at MTA’s expense. At its option, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case Partner may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the such defense thereof, but the fees at its own expense and expenses approve any offers or agreements regarding terms of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. settlement. C. The Company MTA shall not be liable to indemnify Partner for unauthorized use by any person for any settlement third party of any such action effect without its consentPartner- provided artwork or photographs.

Release and Indemnification. The Company hereby (a) Landlord shall not be liable to Tenant for any damage to or loss or theft of any property or for any bodily or personal injury, illness or death of any person in, on or about the Premises arising during the Term and from any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Party. Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Party, Tenant waives all claims against Landlord or any Landlord Party arising from any liability described in this subsection. (b) Tenant shall pay and indemnify and defend Landlord, Landlord’s Representatives and any Mortgagee against and hold Landlord, Landlord’s Representatives and any Mortgagee harmless from all claims, demands, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising during the Term and arising from or related to (i) releases any use or occupancy of the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) fromPremises, (ii) agrees that any condition of the indemnified parties shall not be liable forPremises, and (iii) agrees any default in the performance of Tenant’s obligations hereunder, (iv) any damage to indemnify any property (including property of employees and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligenceinvitees of Tenant) or any bodily or personal injury, breach of contract, willful misconduct, bad faith illness or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, death of any nature whatsoever arising person (including employees and invitees of Tenant) from or related in any manner whatsoever to cause whatsoever, occurring in, on or. about the acquisition, improving, equipping, ownership, leasing or operation of the Facilities Premises or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer part thereof or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions Improvements or the Land constituting a part of the Company Premises or occurring outside the Premises when such damage, bodily or personal injury, illness or death is caused by any act or omission of Tenant or Tenant’s Representatives, except, in the case of (i) through (iv) above, to the extent caused by (w) the gross negligence or willful misconduct of Landlord or any Landlord’s Party; or (x) the gross negligence or willful misconduct of any Mortgagee, or its agents, contractors, employees or invitees. This Section shall survive the termination of this Lease with respect to any event arising or occurring during the Term. (c) Should any event occur for investing moneys, shall have which any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust Person is entitled to indemnification pursuant to subsection (b) above or receive under any of the other provisions of this Agreement Lease, such Person shall provide prompt written notice to Tenant describing the nature of such claim (provided, however, that the failure by such Person to so notify Tenant shall not limit or otherwise affect the Indentureobligations and liabilities of Tenant hereunder provided that such failure does not materially prejudice Tenant’s defense of the claim for which indemnification is sought). Tenant may assume responsibility for any action to be taken to contest the claim, except as otherwise specifically agreed provided that Tenant notifies the indemnified Person in writing. Promptly writing of its intention to contest such claim within ten ( I 0) days after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement claim. Tenant, at its sole expense, may control all proceedings relating to such contest, provided that no Material Event of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject Default is continuing and that Tenant has acknowledged its obligation to provide indemnification hereunder relating to the provisions hereinafter statedapplicable claim. The indemnified Person will cooperate with Tenant in contesting such claim, provided that Tenant indemnifies and holds harmless the Company shall assume the defense of indemnified Person for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to contesting such action (including the employment of claim. Any counsel who selected by Tenant hereunder shall be counsel reasonably satisfactory acceptable to the Issuer, Trustee or indemnified Person (Landlord hereby agreeing on behalf of itself and each indemnified Person that counsel selected by Tenant’s insurer shall be deemed acceptable to such other person as the case may beparties), and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Companyindemnified Person, the Issuer or any such other indemnified person at its option, shall have the right to employ contest such claim at Tenant’s expense through separate counsel in the event any claims against or defenses of such Person are in conflict under the applicable standards of professional conduct with those of Tenant, and Tenant shall be obligated to pay for all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) actually incurred relating to any such action and separate contest of such claim. (d) Nothing contained in this Lease will be deemed a release of, or require Tenant to participate indemnify, any Landlord Party with respect to matters arising in capacities not arising from Landlord’s status as “Landlord” hereunder (or, in the defense thereofcase of mortgagee, but in its capacity as mortgagee), including without limitation a Landlord Party’s status as manager under a management agreement relating to the fees and expenses Premises (which shall be governed by the terms of such counsel shall not be at management agreement) or as owner, manager, tenant, service provider to, or subtenant of, the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentPremises or neighboring properties.

Release and Indemnification. (a) The Company hereby (i) releases Borrower will pay all Costs of Issuance, and shall at all times protect, indemnify and hold the IssuerIssuer and the Governing Body, its governing body and their respective members, directors, officers, employees, attorneys and agents, including independent contractors, consultants harmless against any and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages (including consequential damages), costs, expensesexpenses (including reasonable attorneys’ fees), taxes, causes of action, suits, claims, settlements demands and judgments, judgments of any nature whatsoever arising from or related in connection with: (i) the Acquisition of the Project or the use or occupancy of the Facilities, including, without limitation, all claims or liability resulting from, arising out of or in connection with the acceptance or administration of the Bond Documents or the trusts thereunder or the performance of duties under the Bond Documents or any manner loss or damage to property or any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the acquisitionProject or the use thereof, improvingincluding without limitation any lease thereof or assignment of any interest in this Agreement, equippingsuch indemnification to include the reasonable costs and expenses of defending itself or investigating any claim of liability and other reasonable expenses and attorneys’ fees incurred by the Issuer and the Governing Body, ownershipand their respective members, leasing directors, officers, employees, attorneys and agents, in connection therewith; (ii) any injury to or operation death of any Person or damage to property in or upon the Facilities or growing out of or connected with the ownership use, non-use, condition or occupancy of the Facilities or any activities related part thereof by Borrower; (iii) any violation of any agreement or covenant of the Bond Documents by Borrower; (iv) any violation of any contract, agreement or restriction by the Borrower relating to the foregoing Facilities; (v) any violation by Borrower of any law, ordinance or regulation affecting the Facilities or any part thereof or the ownership, occupancy or use thereof by Borrower, or arising out of this Agreement, the Bonds or the transactions contemplated thereby, including any requirements imposed on the Purchaser as a financial institution or any disclosure or registration requirements imposed by any federal or State securities law; (vi) any statement or information relating to the failure expenditure of the Company Bond Proceeds contained in the Tax Certificate or similar document furnished by the Borrower to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed or the Purchaser which, at the time made, is misleading, untrue or incorrect in any material respect; and any other information furnished by the Borrower to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Purchaser or employee of the Issuer in connection with the individual capacity thereof. No recourse shall be had for transactions hereunder contemplated that is misleading, untrue or incorrect in any material respect; (vii) any investigation or audit commenced by the payment IRS or the Department of Revenue of the principal State relating to the Project or Redemption Price the income tax exemption of or Purchase Price or interest payable on the Bonds or for any claim based thereon other action, ruling or hereunder against decision which may give rise to a Determination of Taxability; and (viii) any other cause whatsoever pertaining to the Issuer issuance, sale and delivery of the Bonds, the acquisition, installation and operation of the Project, or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered action taken in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt good faith by the Issuer or Trusteethe Purchaser, as their officers and employees, to carry out the case may be, transaction contemplated by this Agreement. (b) The provisions of this Section will survive payment or any such other indemnified person of notice defeasance of the commencement Bonds and termination or expiration of any action in respect other provisions of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing Agreement. (c) The benefits of the commencement thereof, and, subject this Section shall not inure to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to any Person other than the Issuer, Trustee the Governing Body, and their respective members, directors, officers, employees, attorneys and agents, and provided further that such loss, damage, death, injury, claims, demands or causes shall not have resulted from the gross negligence or willful misconduct of, the Issuer, the Governing Body or such other person as the case may bemembers, directors, officers, employees, attorneys and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentagents.

Release and Indemnification. The Company Leasee understands acknowledges and agrees to assume all risks and hazards incidental to the installing and occupying the Kiosk and Leased Area to serve customers for AREI. The Leasee does hereby (i) releases agree to waive, release, absolve, and covenants not to sue the IssuerCity, its governing body membersmayor, commissioners, officers, employees, contractors, consultants, volunteers, representatives, attorneys and agents, for any and all claims, including independent contractorsclaims for equitable or injunctive relief, consultants and legal counseldamages, servants and employees (hereinafter, for purposes loss or injury of any kind resulting from or in any way arising directly or indirectly out of this Section, Agreement and/or the “indemnified parties”) from, (ii) agrees that Leasee's installing and the indemnified parties shall not be liable for, Kiosk and (iii) Leased Area to serve customers for AREI. The Leasee further promises and agrees to indemnify indemnify, defend and hold harmless the indemnified parties City, its mayor, commissioners, officers, employees, contractors, consultants, representatives, volunteers, attorneys and agents from and against (except for matters directly resulting from the negligenceall liability, breach of contractclaims and expense, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, including reasonable attorneys’ fees and costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment any and all claims whatsoever for personal or bodily injury or death, including loss of funds made use, or property damage of any kind and character in accordance connection with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust arising directly or receive under any of the provisions indirectly out of this Agreement and/or the Leasee's installing and occupying the Kiosk and Leased Area to serve customers for AREI. This indemnity agreement encompasses all damages and claims, including claims for equitable or the Indentureinjunctive relief, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice arising out of the commencement Leasee's installing and occupying the Kiosk and Leased Area to serve customers for AREI. This indemnification obligation shall survive the termination or expiration of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person Agreement for any settlement reason whatsoever. Notwithstanding the foregoing, nothing herein shall constitute a waiver of any such action effect without its consentimmunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.

Release and Indemnification. A) The Company hereby terms of this Article shall apply to claims or causes of action which (i1) arise out of the use of the Premises, (2) arise out of the use of any steps, ladders, ramps, and/or loading docks, (3) arise during the Term or any period during which the Tenant is in possession of the Premises, B) The Tenant releases the IssuerLandlord, its governing body membersemployees, officersand its agents from any claim or cause of action by the Tenant for any injury, agentsdeath, damage, loss, liability or expense, including independent contractorswithout limitation, consultants any claim for personal injury or property damage unless same are due to the acts or negligence of Landlord, or its employees or its agents. C) The Tenant shall defend, indemnify, and legal counselhold the Landlord, servants its employees, and employees (hereinafterits agents harmless from any claim or cause of action by any person, other than the Tenant or any person or entity holding the Tenant's interest under this lease, for purposes any injury, death, damage, loss, liability or expense, including without limitation, any claim for personal injury or property damage unless same are due to the acts or negligence of Landlord, or its employees or its agents. D) The terms of this SectionArticle shall apply only to direct damages, the “indemnified parties”) fromcompensatory damage, (ii) agrees that the indemnified parties shall not be liable forfines, reasonable attorneys' fees, court costs, and (iiicost of suit, interest. E) agrees to indemnify and hold harmless The "claims or causes of actions" referenced hereinabove in this Article shall include the indemnified parties from and against (except for matters directly resulting from following causes or events: a) the negligence, breach of contract, willful misconduct, bad faith defective or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, damaged condition of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions Premises b) the stoppage, malfunction, or breakdown of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions mechanical systems within the Premises c) the stoppage, reduction, malfunction, or breakdown of this Agreement any utility service within the Premises; d) the active or the Indenturepassive negligence of any person, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or TrusteeLandlord, as the case may beits employees, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject and its agents to the provisions hereinafter stated, the Company shall assume the defense of extend such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee active or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement passive negligence of any such action effect person is covered by Tenant's insurance coverage. e) an Act of God, force majeure, or weather condition, including, without its consentlimitation, temperature, dampness, humidity, wind, rain, lightning, sleet, snow, hail, ice, flood, tornado, hurricane, or earthquake to the extent the same are covered by Tenant's insurance coverage. f) falling objects, water, steam, fire, smoke, explosion, vermin, strike, riot, insurrection, public enemy, or war to the extent same are covered by Tenant's insurance coverage.

Release and Indemnification. (a) The Company hereby (i) releases Assets have been utilized by Seller for the Issuerpurpose of exploration, its governing body membersdevelopment and production of oil and gas and may contain pits, officerspipelines, agentsand facilities no longer in use. Purchaser acknowledges that there may have been surface or subsurface spills or leaks of oil, gas, or produced substances or other materials including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Sectionbut not limited to salt water. In addition, the “indemnified parties”Assets may contain asbestos and/or naturally occurring radioactive material (NORM). In this regard, Purchaser expressly understands that NORM may affix or attach itself to the inside of wxxxx, materials, and equipment as scale or in other forms and that said wxxxx, materials and equipment located on the Assets may contain NORM. (b) from, (ii) The Purchaser understands and agrees that the indemnified parties sale of the Assets is made on an "as is, where is" basis and Purchaser releases Seller from any liability with respect thereto, whether or not caused by or attributable to Seller's negligence. Without limiting the foregoing, from and after the Closing, Purchaser waives its right to recover from Seller and forever releases and discharges Seller from any and all damages, claims, losses, liabilities, penalties, fines, liens, judgments, costs, or expenses whatsoever, including attorney’s fees and costs, whether direct or indirect, that may arise on or account of or in any way connected with the physical or environmental condition of the Assets or any law or regulation applicable thereto. Purchaser shall assume all liability and obligations as to said physical or environmental conditions as of Closing. (c) Purchaser recognizes and specifically assumes the obligation to properly plug and abandon any and all wxxxx, remove all equipment and facilities, including but not be liable forlimited to pipelines, closure of all pits, and restoration of the surface associated with the Assets when appropriate in accordance with the rules, regulations, and requirements of any governmental authority having jurisdiction thereof and with all obligations in any lease, contract, or agreement assumed by Purchaser whether or not such obligation arises prior to or after the Effective Date. Purchaser agrees to pay all costs and expenses associated with any such plugging and abandoning, removal, closing, or restoration. (iiid) Purchaser agrees to indemnify and hold harmless the indemnified parties defend Seller from any and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilitiesdamages, losses, damagesclaims, costsdemands, and causes of action including but not limited to any civil fines, penalties, expenses, suitscosts of cleanup and restoration and environmental and plugging liabilities for any and all aspects of the Assets, claimsincluding all wxxxx thereon, settlements brought by any and judgmentsall persons including any private citizens, persons, organizations and agency, branch or representative of the federal, state, or local government on account of any nature whatsoever arising personal injury, death, damage, destruction or loss of property, contamination of natural resources (including soil, surface water or ground water) resulting from or related in arising out of any manner whatsoever liability caused by or connected with any physical, environmental, or well plugging condition of the Assets from and after the Closing Date, including, but not limited to, the presence, disposal, or release of any material of any kind on or under the Assets caused by or connected with acts or omissions of Purchaser, its employees, representatives, or agents with regard to the acquisition, improving, equippingits use, ownership, leasing or operation of the Facilities Assets. Purchaser’s indemnification shall extend to and include the negligence of Seller, Purchaser, and parties acting on behalf of Purchaser whether such negligence is active or passive, joint, sole or concurrent and Seller’s strict liability. This indemnification shall be in addition to any activities related to the foregoing or to the failure of the Company to perform any of its obligations under other indemnity provision contained in this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company Seller hereby (i) unconditionally releases Purchaser from any and all obligations or liabilities, if any, which Seller had or may have under or relating to any of the IssuerAssigned Documents and any actions taken or failure to act by Original Factor or otherwise, its governing body membersand Seller hereby acknowledges and agrees that the Seller has no offsets, defenses, claims, or counterclaims against Purchaser with respect to the Assigned Documents or any actions taken or failure to act by Original Factor or otherwise, and that if Seller now or ever did have any offsets, defenses, claims, or counterclaims against Purchaser, whether known or unknown, at law and equity, all of them are hereby expressly WAIVED and the undersigned hereby RELEASES Purchaser from any liability thereunder. Seller hereby agrees to indemnify, defend and hold Purchaser and Purchaser’s employees, officers, agentsdirectors, including independent contractorsattorneys, consultants and legal counselor agents (each, servants and employees (hereinafter, for purposes of this Section, the an “indemnified partiesIndemnified Person”) fromharmless of and from any claim brought or threatened against any Indemnified Person by Seller, any creditor of Seller, any equity holder in Seller, any guarantor or endorser of Seller’s obligations, or any other Person (iias well as from attorneys’ reasonable fees and expenses in connection therewith) agrees that the indemnified parties shall not be liable foron account of, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligenceor relating to, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation out of the Facilities Limited Recourse Assignment or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Assigned Documents (each of this Agreement which may be defended, compromised, settled or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt pursued by the Issuer or Trustee, as the case may be, or any such other indemnified person Indemnified Person with counsel of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereofPurchaser selection, but the fees and expenses of such counsel shall not be at the sole cost and expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentSeller).

Release and Indemnification. A. The Company hereby (i) releases the Issuer, Issuer and members of its governing body membersGoverning Body, officers, agents, including independent contractorsemployees, consultants successors and legal counselassigns or other elected or appointed officials of the Issuer, servants and employees past, present or future (hereinaftercollectively, for purposes of this Section, hereinafter the “indemnified partiesIndemnified Persons”) from, and the Company will indemnify and hold the Indemnified Persons harmless from and against any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature (the “Losses”) asserted by or on behalf of any person against the Indemnified Persons, including litigation expenses, attorneys fees or court costs in connection with (i) the execution and delivery of this Agreement and the Amended and Restated Indenture and the obligations imposed on the Issuer under this Agreement and the Amended and Restated Indenture, any actions taken by the Issuer in connection with the performance of this Agreement and the Issuer’s ownership or leasing of the Project Property; (ii) agrees the offering, sale, delivery, or remarketing of the Original Bond and the Amended Bond, including but not limited to any liability that may arise under federal or New Mexico securities laws as a result of inaccurate information supplied by the indemnified parties shall Company in connection with the issuance of the Original Bond or the Amended Bond or any subsequent sale of the Amended Bond; (iii) the construction, equipping, operation, use, occupancy and maintenance of the Project by the Company and/or its affiliates and any written statements or representations made or given by the Company and/or an affiliate or any of their respective officers or employees to the Indemnified Persons, with respect to such construction, equipping, operation, use, occupancy or maintenance of the Project, including, but not limited to, statements or representations of facts and other information regarding the operational affairs and financial position of the Company; (iv) any loss or damage to property or any injury to or death of any natural person that may be occasioned by any cause whatsoever relating to the operation, installation, maintenance and use of the Project Property; and (v) any loss or damage incurred by the Issuer as a result of violation by the Company of the provisions of Section 3.02 hereof. The Company also covenants and agrees, at its expense, to indemnify the Indemnified Persons from and against, all costs, reasonable attorney’s fees, expenses and liabilities incurred involving any claim, action or proceeding brought by reason of any such claim. If any such suit, action or proceeding is brought against the Issuer or any Indemnified Person, that suit, action or proceeding will be defended by legal counsel to the Company, reasonably acceptable to the Issuer and the Company will immediately assume the defense at its own cost. The Company will not be liable forfor any settlement of any proceeding made without its consent (which consent will not be unreasonably withheld) but if settled with the consent of the Company or if there be a final, and (iii) agrees to unappealable judgment for the plaintiff in any such action, the Company will indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Indemnified Persons. B. The Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against will also indemnify the Issuer or any governing body memberIndemnified Person for all reasonable costs and expenses, officerincluding reasonable attorneys fees, agentincurred in: (i) enforcing any obligation of the Company under this Agreement or any related agreement, consultants (ii) taking any action requested by the Company, (iii) taking any action required by this Agreement or any related agreement or (iv) taking any action considered necessary by the Issuer and legal counselwhich is authorized by this Agreement or any related agreement. C. The Company will not be obligated to indemnify the Issuer or any other Indemnified Person(s) under subsections A and B of this Section 6.02, servant to the extent any Losses are caused or employee occasioned by the gross negligence or willful misconduct of the Issuer or any natural person executing the Bonds other Indemnified Person(s) or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment if a court of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys competent jurisdiction finds that the Trustee may hold at any time Losses in trust question were caused by the willful misconduct or receive under any negligence of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expensesinvolved Indemnified Person(s). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company hereby (i) releases the Issuer, Issuer its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against the following (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith misconduct or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, construction, improving, equipping, ownership, leasing or operation of the Facilities Projects or any activities related to the foregoing and the authorization, execution or to the failure delivery of the Company Bonds, the offering or sale of the Bonds or any documents, action or transaction related to perform any of its obligations under this Agreementthe same. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, or shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this the Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company hereby (iOwner acknowledges that, in issuing IRS Form 8609(s) releases with respect to the IssuerProject, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: The Owner agrees to release and forever discharge the Authority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company hereby Representative (ion behalf of the Underwriters) releases the IssuerPaying Agent from any and all liabilities to which it may become subject insofar as such liabilities (or action in respect thereof) arise out of or are based upon any action taken or omitted to be taken by the Paying Agent pursuant hereto, except for any liabilities arising out of its governing body membersgross negligence, officerswillful misconduct, agentsfraud, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes material breach of this Section, Agreement or bad faith or any liabilities incurred by Paying Agent in any capacity other than as paying agent hereunder. The Selling Shareholder (the “indemnified partiesIndemnifying Parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify the Paying Agent for and to hold it harmless against any and all losses, claims, damages or liabilities incurred on its part arising out of or in connection with its acting as Paying Agent pursuant hereto, as well as the indemnified parties from reasonably incurred costs and against (expenses of investigating and defending any such losses, claims, damages or liabilities, except for matters directly resulting from to the extent such losses, claims, damages or liabilities are due to the Paying Agent’s gross negligence, breach of contract, willful misconduct, fraud, material breach of this Agreement or bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of faith. In no case shall the Indemnifying Parties be liable with respect to any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations claim under this Agreement. All covenants, stipulations, promises, agreements and obligations of Section 2 by the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder Paying Agent against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of Indemnifying Party unless the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee Paying Agent shall be responsible or liable for any market loss suffered have notified such Indemnifying Party in connection with the investment of funds made writing (in accordance with the Indenture, or, absent failure on the part notice provisions set forth herein) of the Trustee to follow clear and reasonable instructions assertion of a claim against the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust Paying Agent or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought commenced against the Company under this SectionPaying Agent, promptly after the Paying Agent shall have received notice of any such person will notify assertion of a claim or has been served with the Company in writing summons or other first legal process giving information as to the nature and basis of the commencement thereofclaim. The Indemnifying Parties shall be entitled to participate at their own expense in the defense of any suit brought to enforce any such claim, and, subject to if the provisions hereinafter statedIndemnifying Parties so elect, the Company Indemnifying Parties shall assume the defense of any such action (including suit. In the employment event that the Indemnifying Parties shall assume such defense, the Indemnifying Parties shall not thereafter be liable for the fees and expenses of any additional counsel who that the Paying Agent retains, so long as the Indemnifying Parties shall be retain counsel reasonably satisfactory to the Issuer, Trustee Paying Agent to defend such suit. The Paying Agent agrees not to settle any litigation in connection with any claim or such other person as liability with respect to which the case Paying Agent may be, seek indemnification from an Indemnifying Party without the prior written consent of the Indemnifying Party. The Representative (on behalf of the Underwriters) agrees that the Paying Agent may consult with counsel of its choice and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person it shall have full and complete authorization and protection for any action taken or suffered by them hereunder in good faith and in accordance with the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses reasonable opinion of such counsel counsel. In no event shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not Paying Agent be liable to indemnify any person for any settlement special, indirect or consequential loss or damage of any such action effect without its consentkind whatsoever (including but not limited to lost profits).

Release and Indemnification. The Company Each of Borrower and each of the undersigned Guarantors-Unlimited, individually and on behalf of its predecessors, administrators and assigns (the “Releasing Parties”), hereby (i) unconditionally and irrevocably compromises, settles and fully releases the Issuerand forever discharges Lender and its present and former officers, its governing body membersservants, officersemployees, attorneys, agents, including independent contractorsprincipals, consultants directors, shareholders, subsidiaries, predecessors, successors and legal counsel, servants and employees assigns (hereinafter, for purposes of this Section, the “indemnified partiesReleased Parties”) fromfrom and indemnifies the Released Parties against any and all costs, expenses, claims, demands, damages, actions, causes of action, liability or suits at law or in equity, of whatever kind or nature, including but not limited to fraudulent inducement claims, whether arising under state or federal law, rule or regulation, which any of them now has or in the past had against the Released Parties or any of them, whether known or unknown, asserted or unasserted, that directly or indirectly in any way relate to, are based upon, or arise out of any circumstance, event, matter, occurrence, course of dealing, transaction, fact, act, omission, obligation, duty, responsibility, warranty, statement or representation whatsoever related in any way to (a) the Loan Agreement, (iib) agrees any Loan Document or (c) any documents or instruments executed in connection with or in evidence of any indebtedness between Borrower and Lender (all of which claims are referred to collectively as the “Released Claims”), INCLUDING, WITH RESPECT TO ALL OF THE ABOVE, RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the indemnified parties obligations of the Releasing Parties under this Section shall not be liable forapply to the extent a Released Claim arose from a Released Party’s gross negligence or willful misconduct. Each Releasing Party hereby covenants and agrees not to in any manner whatsoever xxx any Released Party in any court or tribunal or bring any action, lawsuit or cause of action (whether by way of direct action, counterclaim, crossclaim or interpleader) against any Released Party in any manner whatsoever based upon any matter directly or indirectly related to any Released Claim. Each Releasing Party hereby agrees, unconditionally and (iii) agrees irrevocably, to defend, indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation each of the Facilities or any activities related to Released Parties from all Released Claims (collectively, the foregoing or to “Indemnified Claims”), INCLUDING RELEASED CLAIMS WHICH AROSE FROM THE NEGLIGENCE OF A RELEASED PARTY, provided that the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein Releasing Parties under this Section shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject apply to the provisions hereinafter statedextent a Released Claim arose from a Released Party’s gross negligence or willful misconduct. Each Releasing Party will indemnify, defend and hold harmless the Company shall assume Released Parties from the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory Indemnified Claims by all appropriate proceedings to the Issuer, Trustee a final conclusion or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentsettlement.

Release and Indemnification. The Company hereby (i) releases the Issuera. Neither CSC, nor its governing body officers, directors, agents or members, officersor the Town ofCohasset, shall be liable to User or User’s guests, agents, including independent contractorsemployees artists, consultants and legal counsel, servants and employees (hereinafterthe like, for purposes any death, injury, damage or other loss suffered byany of them relating to this Agreement or the transactions contemplated hereby, or arising out of the Event, including without limitation in connection with or as a result of User’s or User’s guests agents, employees or artists; use of Founders’ Hall, the Rental Premises or the surrounding areas, except that CSC shall be liable for its own gross negligence or willful misconduct. The provisions of this Section, subsection shall survive the “indemnified parties”) from, (ii) agrees that termination of this Agreement with respect to any damage injury or loss occurring prior to the indemnified parties shall not be liable for, and (iii) termination of this Agreement. b. User herby agrees to indemnify and hold harmless CSC, its officers, directors, agents and members, and the indemnified parties Town of Cohasset (“Indemnitees”) harmless from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,costs, expenses, suits, claims, settlements and judgments, disbursements of any kind or nature whatsoever arising from (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or related judicialproceedings, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any such Indemnitee in any manner whatsoever relating to or arising out of this Agreementor the acquisitiontransactions contemplated hereby, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered including without limitation in connection with the investment or as a result of funds made in accordance with the IndentureUser or User’s guests, oragents, absent failure on the part employees, or artists, use of the Trustee to follow clear Rental Premises, including Founders’ Hall, or the surrounding areas, and reasonable instructions any breach of the Company for investing moneysthis Agreement, except that User shall have no obligation to any Indemnitee hereunder with respect to any liability for nonpayment arising from the gross negligence or willful misconduct of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the Indemnitee. The provisions of this subsection shall survive the termination of this Agreement with respect to any damageinjury or loss occurring prior to the Indenturetermination of this Agreement. c. User agrees to forever RELEASE CSC, except as otherwise specifically agreed its officers, agents, employees, volunteers, booking agent and any and all organizations assisting or participating in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice voluntary uses of the commencement Rental Premises, including Founders’Hall from any and all claims, actions and causes of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing that arise from or relate to User’s use of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may beRental Premises. d. User further affirms that User has read this Paragraph 6, and that User understands its contents. User understands that participation in the payment of expenses). Insofar as such action shall relate Eventby User's guests is voluntary and that User's guests and User are free to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and choose not to participate in the defense thereofsaid programs. By signing this Agreement, but the fees and expenses of such counsel shall not be at the expense User affirms that User has decided to allow User's guests to participate inthe use of the Company unless Rental Premises with full knowledge that the employment of such counsel has been specifically authorized by the Company. The Company shall Indemnitees will not be liable to indemnify any person anyone for personal injuries or property damage. e. Permission is granted for any settlement emergency medical treatment needed. f. User acknowledges that CSC and the other Indemnitees are relying on User’s obligations hereunder and that CSC would be unwilling to enter intothis Agreement in the absence of any such action effect without its consentthe release and indemnities contained herein.

Release and Indemnification. The Company (a) Lessee and Applicant, for themselves, their respective successors and assigns, hereby release and forever discharge Lessor, including any incorporator, member, director, officer, employee, counsel or agent of Lessor, its successors and assigns, from any claims, demands, causes of action, accounting, or any other matter arising in connection with the Project, provided, however, nothing contained herein shall be deemed to release Lessor from its undertakings pursuant to this Lease. (b) Applicant, for itself, its successor and assigns, hereby releases and forever discharges Lessee, including any incorporator, member, director, officer, employee, counsel or agent of Lessee, its successors and assigns, from any claims, demands, causes of action, accounting, or any other matter arising in connection with the Project. (c) Lessee covenants and agrees, at its expense, to pay, and to indemnify and save Lessor, and any incorporator, officer, director, agent, counsel, or employee of Lessor, harmless, against and from any and all claims by or on behalf of any person, firm, corporation, or governmental authority, arising from (i) releases the Issueroccupation, its governing body membersuse, officerspossession, agentsconduct, or management of or from any work done in or about the Real Property or from the subletting of any part thereof, including independent contractorsany liability for violation of conditions, consultants and legal counselagreements, servants and employees (hereinafterrestrictions, for purposes of this Sectionlaws, ordinances, or regulations affecting the “indemnified parties”) fromReal Property or the occupancy or use thereof, (ii) agrees that any condition of the indemnified parties shall not be liable forReal Property and the adjoining sidewalks and passageways, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, any breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure default on the part of Lessee in the Trustee performance of any covenant or agreement to follow clear and reasonable instructions be performed by Lessee pursuant to this Lease, (iv) any act or negligence of Lessee, or any of its agents, contractors, servants, or employees, or (v) Lessor's ownership of the Company for investing moneysReal Property, shall have Lessor being an Owner under the Declaration, the making of this Lease or any transactions related thereto, and from and against all costs, reasonable counsel fees, expenses, and liabilities incurred in any action or proceeding brought by reason of any claim referred to in the foregoing subsection, except to the extent Applicant is obligated to indemnify Lessor pursuant to this Lease or otherwise. (d) Applicant covenants and agrees, at its expense, to pay, and to indemnify and save Lessor, and any Incorporator, officer, director, agent, counsel, or employee of Lessor, harmless, against and from any and all claims by or on behalf of any person, firm, corporation, or governmental authority, arising from (i) the occupation, use, possession, conduct, or management of or from any work done in or about the Real Property or from the sub-assignment or sub-subletting of any part thereof, including any liability for nonpayment violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Project or the occupancy or use of the Real Property, (ii) any condition of the Real Property, (iii) any breach or default on the part of Applicant in the performance of any covenant or agreement to be performed by Applicant pursuant to this Lease, (iv) any act or negligence of Applicant, or any of its agents, contractors, servants, employees, or licensees, (v) any accident, injury, or damage whatsoever caused to any person, firm, or corporation, in or about the Real Property, or (vi) Applicant's interest on in and use and occupancy of the Real Property, the making of this Lease or any uninvested moneys that the Trustee may hold at transactions related thereto, and from and against all costs, reasonable counsel fees, expenses, and liabilities incurred in any time action or proceeding brought by reason of any claim referred to in trust this Section. (e) Upon notice from Lessor, either Lessee or receive under Applicant, as applicable, shall defend Lessor or any of its incorporators, officers, directors, agents, counsel, or employees (collectively, "Lessor's Agents"), in any action or proceeding brought in connection with any of the above. In the event Lessee or Applicant shall fail or refuse to defend Lessor or Lessor's Agents when required above and after receipt of such notice, Lessor shall be entitled to provide its own defense and charge Lessee, or Applicant, as applicable, with its expenses incurred in connection therewith. (f) The provisions of this Agreement or Section 5.3 shall survive the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person termination of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentLease.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company In the event you have a dispute with one or more users of the site (including, but not limited to, any dispute regarding any transaction or user generated content) or any third party website that may be linked to or otherwise interact with the site, including, without limitation, any social media site, you hereby (i) releases the Issueragree to release and forever discharge Tireco and its agents, its governing body directors, shareholders, members, partners, managers, officers, agentsemployees, including independent information providers, suppliers, distributors, vendors, contractors, consultants licensors, attorneys, affiliates, successors and legal counselassigns (collectively, servants and employees (hereinafter, for purposes of this Section, the “indemnified partiesReleased Parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, (ii) agrees that relate to, or are connected with such dispute and/or your use of the indemnified parties shall not be liable forsite, to the fullest extent provided by law. You further agree to indemnify, defend, and (iii) agrees hold harmless, to indemnify and hold harmless the indemnified parties fullest extent provided by law, Released Parties from and against (except for matters directly resulting from the negligenceall claims, breach of contractdemands, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, expenses, damages, and costs, expensesincluding reasonable attorneys’ fees, suitsresulting from, claimsarising out of, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with your use, unlawful use or other misuse, or inability to use the investment site, your breach of funds made in accordance with this Agreement, or otherwise relating to the Indenture, or, absent failure business we conduct on the part site (including, without limitation, any potential or actual communication, transaction, or dispute between you and any other third party), any action taken by Released Parties as a consequence of investigations by either Released Parties or law enforcement authorities, any content posted by you or on your behalf to the Trustee to follow clear and reasonable instructions site, any use of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt service provided by the Issuer or Trustee, as the case may bea third party provider, or any such other indemnified person use of notice of the commencement of a service offered by us that interacts with a third party website, including any action social media site. You shall cooperate as fully as reasonably required in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including any claim. We reserve the employment right, at our own expense, to assume the exclusive defense and control of counsel who shall be counsel reasonably satisfactory any matter otherwise subject to the Issuer, Trustee or such other person as the case may beindemnification by you, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel you shall not be at the expense settle any matter without our written consent. This Section survives termination of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthis Agreement.

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees You agree to indemnify and hold harmless the indemnified parties EnergyGigs and its officers, employees, representatives, and agents from any and against (except for matters directly resulting from the negligenceall claims, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, lossesactions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses, suits, claims, settlements and judgments, of any nature whatsoever ) arising from or related in any manner whatsoever relating to the acquisition, improving, equipping, ownership, leasing or operation (1) Your use of the Facilities Services; (2) Your performance of any work related to a Gig or any activities Job; (3) Your acts or omissions related to the foregoing Gig or Job; (4) conditions or activities on Your property or property over which You exercise control; (5) any content posted on Your profile, Your Gig posting, Job Ad, or content You share elsewhere on the EnergyGigs platform; and (6) Your violation of this Agreement. If You have a dispute with one or more Users, You release EnergyGigs from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which states: “A general release does not extend to claims which the failure creditor does not know or suspect to exist in his favor at the time of executing the Company release, which if known by him must have materially affected his settlement with the debtor.” You agree that in the event of any dispute between You and EnergyGigs, You will first contact Us and make a good faith sustained effort to perform any of its obligations resolve the dispute before resorting to arbitration under this Agreement. All covenantsAny dispute, stipulationsclaim or controversy arising out of or relating to this Agreement or the Services or the breach, promisestermination, agreements and obligations enforcement, interpretation or validity of the Issuer contained herein shall not be deemed to be Agreement, including the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee determination of the Issuer in the individual capacity thereof. No recourse scope or applicability of this agreement to arbitrate, shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberdetermined by arbitration in Harris County, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender PurchaseTexas before one arbitrator. Neither the Issuer nor the Trustee The arbitration shall be responsible or liable for any market loss suffered in connection with the investment of funds made administered by JAMS and shall be conducted in accordance with the Indenture, or, absent failure expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the part effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules, which provide for Expedited Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. You and EnergyGigs acknowledge and agree that the parties are each waiving the right to a trial by jury as to all arbitrable disputes. The parties shall maintain the confidential nature of the Trustee to follow clear arbitration proceeding and reasonable instructions of the Company for investing moneysaward, shall have any liability for nonpayment of interest on any uninvested moneys that including the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenturehearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise specifically agreed in writingrequired by law or judicial decision. Promptly after receipt LIMITATION OF LIABILITY. IN NO EVENT WILL ENERGYGIGS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF ENERGYGIGS TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID TO YOU BY ENERGYGIGS OR REMITTED TO YOU BY ENERGYGIGS DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ENERGYGIGS IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. This Agreement and any access to or use of the Services are governed by the Issuer or Trustee, as federal laws of the case may beUnited States of America and the laws of the State of Texas without respect to its conflict of laws principles. In no event will any claim, or any such other indemnified person action or proceeding including arbitration be instituted more than one (1) year after the cause of notice of the commencement of any action accrued. If arbitration is not commenced in respect of which indemnity may be sought against the Company under this Sectiontime period, such person will notify the Company in writing cause of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentis permanently barred.

Release and Indemnification. The Company hereby (i) releases the IssuerI, an Adult Participant or Parent of a Minor Participant, for myself and on behalf of such Minor Participant, agree to release, indemnify, protect, and hold harmless, and promise not to sue, NatureBridge and/or any of its governing body membersofficers, officersdirectors, employees, agents, including independent contractors, consultants and legal counsel, servants and employees insurers (hereinafter, for purposes of this Section, the “indemnified partiesReleased Parties”) from), (ii) agrees that to the indemnified parties shall not be liable formaximum extent permitted by law, with respect to any and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligenceall claims, breach of contractdemands, willful misconductdamages, bad faith or recklessness of an indemnified party or their agents) all liabilitiesattorneys’ fees, litigation costs, losses, damagesor liabilities, costsincluding, expensesbut not limited to, suitsclaims for property loss, claimspersonal injury and/or wrongful death, settlements which I or my Minor Participant may suffer, arising out of or in any way related to my, or my Minor Participant’s, participation in the Program. The claims hereby released and judgments, of any nature whatsoever indemnified against include those caused by or arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation negligence of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may bea Released Party, or any such of them, but not those caused by their gross negligence or willful misconduct. I represent that the medical information I have provided above is current, accurate and complete. I authorize NatureBridge staff to administer first aid, including, where permitted by applicable law, the administration of epinephrine by auto-injector, as well as the administration of “over the counter” medications, including aspirin, Tylenol, ibuprofen, Benadryl, Neosporin, Imodium, laxatives and similar medications. If my Minor Participant has a known life- threatening allergy, or if I have been advised by a health-care provider that the Minor Participant should be prepared for a possible serious allergic reaction, my Minor Participant has been provided with auto-injectable epinephrine and has been instructed by a physician as to its use; in addition, I have instructed my Minor Participant to have the auto-injectable epinephrine on their person and available at all times during the Program. If my Minor Participant is enrolling in the Program as part of a school or other indemnified group, I have also informed the person in charge of notice the school or other group of this allergy and any applicable physician -prescribed protective measures. I confirm that I have, or my Minor Participant has, the ability to hike up to 5 miles per day with up to a 2,000 feet elevation gain without presenting a risk of harm to myself, my Minor Participant, and/or others. I authorize any adult chaperone or member of NatureBridge staff to obtain medical care for my Minor Participant (or for me, if I am unable to consent), and hereby consent to any X-ray, examination, anesthetic, diagnosis, treatment and/or hospital care that may be recommended by a licensed physician and/or dentist. In the event of minor illnesses or injuries, I understand that NatureBridge will attempt to contact me at the earliest practicable opportunity. In the event of a major illness or injury, I understand that NatureBridge will attempt to contact me before the commencement of any action in respect of which indemnity may medical treatment, unless my Minor Participant’s condition is such that treatment must be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall commenced immediately before contact with me can be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses)made. Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall If I cannot be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentreached, this authorization remains in full force and effect.

Release and Indemnification. The Company To the fullest extent allowed by applicable law, the Company, on behalf of itself and its successors and assigns, hereby (i) releases the Issuerreleases, acquits, and forever discharges Summit, its governing body members, affiliates and their respective officers, agentsdirectors, including independent contractorsemployees, consultants partners, representatives and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties agents from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, demands or causes of action of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of character which the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements may have against such persons and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered entities in connection with the investment of funds made services to be provided by Summit hereunder; provided, however, such release shall not apply to actions in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions breach of this Agreement or constituting willful malfeasance or gross negligence. To the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt fullest extent permitted by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter statedapplicable law, the Company shall assume indemnify, defend and hold harmless Summit, its affiliates and their respective officers, directors, employees, partners, representatives and agents from and against all losses, costs, claims, liabilities, damages and expenses (including, without limitation, costs of suit and attorneys' fees) they may incur in connection with the defense performance by Summit of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may beits obligations hereunder, and the payment of expenses). Insofar as Company shall reimburse each such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the party for all reasonable expenses (including reasonable fees and expenses of counsel) as they are incurred by such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person indemnified party in connection with investigating, defending, or preparing for any settlement of any such action effect without its consentor claim. THE LOSSES, COSTS, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES FOR WHICH SUCH INDEMNIFIED PARTIES ARE INDEMNIFIED HEREUNDER SHALL SPECIFICALLY INCLUDE THOSE WHICH RESULT FROM SUCH PARTY'S SOLE, CONCURRENT ACTIVE OR PASSIVE NEGLIGENCE BUT NOT THOSE WHICH RESULT FROM SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MALFEASANCE. The provisions of this Section 4 shall survive the termination of this Agreement.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the Issuer, its governing body members, officersfull extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, including independent contractorscustomers, consultants licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and legal counselneither Lessor nor Lessor’s agents, servants employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Lessee shall indemnify, protect, defend and employees hold harmless each of the Indemnified Parties from and against any and all Losses (hereinafterexcluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party; provided, for purposes however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Lessor’s interest in any Property or Lessor’s failure to act in respect of matters which are or were the obligation of Lessee under this Lease) caused by, incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the Properties, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this SectionLease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall survive the “indemnified parties”) fromexpiration or earlier termination of this Lease for any reason whatsoever. Lessor shall indemnify, (ii) agrees that the indemnified parties shall not be liable forprotect, and (iii) agrees to indemnify defend and hold harmless the indemnified parties Lessee, their agents, employees, invitees, patients, partners, officers and contractors from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified any and all Losses suffered by such party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation out of the Facilities gross negligence or any activities related to willful misconduct of Lessor, its agents, employees or contractors; provided, however, that the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein term “gross negligence” shall not be deemed include gross negligence imputed as a matter of law to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant Lessor or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease or caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andwhether relating to its original design or construction, subject to the provisions hereinafter statedlatent defects, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issueralteration, Trustee or such other person as the case may bemaintenance, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentPersons.

Release and Indemnification. The Company (a) Borrower hereby releases and exculpates Lender and its officers, employees and designees, and Lender shall not have any liability to Borrower or any Subsidiary (iwhether in contract, tort, equity or otherwise) releases for losses suffered by Borrower or such Subsidiary in connection with, arising out of, or in any way related to the Issuertransactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted at all times in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. (b) In no event shall Lender have any liability to Borrower or any Subsidiary for lost profits or other special, consequential, incidental, exemplary or punitive damages in connection with this Agreement or any of the other Loan Papers or the transactions contemplated hereby or thereby, and Borrower expressly waives any and all right to assert any such claims. No officer of Lender has any authority to waive, condition, or modify the provisions of this section. (c) Borrower agrees to indemnify, save and hold harmless Lender and its governing body membersrespective directors, officers, agents, including independent contractors, consultants and legal counsel, servants attorneys and employees from and against: (hereinafteri) the use or contemplated use of the proceeds of the Loan, for purposes of any transaction contemplated by this SectionAgreement or the other Loan Papers, the “indemnified parties”) from, or any relationship with Borrower or any Subsidiary; (ii) agrees that the indemnified parties shall not be liable forany administrative or investigative proceeding by any governmental agency arising out of or related to a claim, demand, action or cause of action described in clause (i) above; and (iii) agrees to indemnify any and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements costs or expenses (including reasonable attorneys’ fees and judgments, disbursements and other professional services) that any party indemnified hereunder suffers or incurs as a result of any nature whatsoever arising from foregoing claim, demand, action or related in cause of action; provided, however, that no such indemnitee shall be entitled to indemnification for any manner whatsoever loss caused by any indemnitee’s gross negligence or willful misconduct. Any obligation or liability of Borrower to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations such indemnitee under this Agreement. All covenants, stipulations, promises, agreements and obligations of section shall survive the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant expiration or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions termination of this Agreement or and the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice repayment of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentLoan.

Release and Indemnification. The Company hereby (i) releases Developer and Landowner release the Issuer, its City and the governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this SectionArticle III, the “indemnified partiesIndemnified Parties”) from, (ii) agrees covenant and agree that the indemnified parties Indemnified Parties shall not be liable for, and (iii) agrees agree to indemnify indemnify, defend, and hold harmless the indemnified parties Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or Development Property. Should the City fail to perform under the State Agreement due to an Event of Default by the Developer and/or Landowner under this Agreement or another separate agreement entered into between the parties, then the Developer and against Landowner shall indemnify and hold the City harmless from any loss, including repayment of any grant monies, arising out of or related to the City’s failure to fulfill the terms of the State Agreement. Except to the extent arising from any willful misrepresentation, gross negligence, or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Developer and Landowner agree to protect and defend the Indemnified Parties, now or forever, and further agree to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from: (i) any violation of any agreement or condition of this Agreement (except for matters directly resulting from with respect to any suit, action, demand or other proceeding brought by Developer or Landowner, respectively, against the negligenceCity to enforce its rights under this Agreement); (ii) the acquisition and condition of the Development Property and the construction, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equippinginstallation, ownership, leasing or and operation of the Facilities Minimum Improvements and Development Property; or (iii) any activities related to hazardous substance or environmental contamination located in or on the foregoing or to the failure of the Company to perform any of its obligations under this AgreementDevelopment Property. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein The Indemnified Parties shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with damage or injury to the investment persons or property of funds made in accordance with Developer or Landowner or their officers, agents, servants or employees or any other person who may be about the IndentureMinimum Improvements or Development Property due to any act of negligence of any person, or, absent failure other than any act of negligence on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneysany such indemnified party or its officers, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust agents, servants or receive under any of the employees. The provisions of this Agreement or Article III shall survive the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person termination of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentAgreement.

Release and Indemnification. The Company Lessee agrees to use and occupy the Properties at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes any damage or injury to the full extent permitted by law except to the extent arising from the gross negligence or willful misconduct of this Section, the “indemnified parties”) from, (ii) Lessor. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person except to the extent arising from the gross negligence or willful misconduct of Lessor. Lessee agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Properties or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment of funds made in accordance with the IndentureProperties or any part thereof. Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysgross negligence or willful misconduct of such Indemnified Party; provided, shall have any liability for nonpayment of interest on any uninvested moneys however, that the Trustee may hold at any time in trust or receive under term “gross negligence” shall not include gross negligence imputed as a matter of Law to any of the provisions Indemnified Parties solely by reason of this Agreement Lessor’s interest in any Property or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action Lessor’s failure to act in respect of matters which indemnity may be sought against are or were the Company obligation of Lessee under this SectionLease) caused by, such person will notify the Company in writing incurred or resulting from Lessee’s operations or by Lessee’s use and occupancy of the commencement thereofProperties, andprior to or during the Lease Term, subject whether relating to the provisions hereinafter statedits original design or construction, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuerlatent defects, Trustee or such other person as the case may bealteration, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Companymaintenance, the Issuer use by Lessee or any such Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other indemnified person Persons. It is expressly understood and agreed that Lessee’s obligations under this Section shall have survive the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses expiration or earlier termination of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company hereby (i) releases the IssuerRockford agrees to release, remise and forever acquit 3G and each and all of its governing body membersemployees, officers, agentsrepresentatives and associates, including independent contractorsSuttxx, consultants xxrking on the Rockford engagement from any and all legal counselor equitable liability to it, servants whether undertaken hereunder or pursuant to the Letter Agreement, so long as such liability arises out of any action, or failure to take action, on Rockford's behalf which 3G or any of its employees, representatives, and employees (hereinafter, for purposes associates believed in good faith to be in Rockford's best interest and not in contravention of this SectionContract or the Agreement. In addition, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) Rockford agrees to exonerate, indemnify and hold harmless the indemnified parties 3G, its employees, representatives and associates, including Suttxx (xx "Indemnified Party"), from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) any and all liabilities, losses, damages, costs and expenses, including all legal fees, court costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related out-of-pocket expenses (a "Loss") in any manner whatsoever to the acquisitionway arising out of or in connection with an Indemnified Party's activities on Rockford's behalf and asserted against an Indemnified Party by Rockford, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementofficers, Directors, debenture owners or stockholders, or any other person, so long as such Loss arises out of any action, or failure to take action, on Rockford's behalf which the Indemnified Party in good faith believed to be in Rockford's best interest. All covenants, stipulations, promises, agreements and obligations In the event of a claim of Loss the Indemnified Party shall notify Rockford promptly of the Issuer contained herein claim and Rockford shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered advance expenses incurred in connection with the investment of funds made in accordance with the Indenture, or, absent failure claim on the part behalf of the Trustee Indemnified Party. Rockford may decline to follow clear advance expenses if its Board of Directors determines, in good faith and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly within 30 days after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of receiving notice of the commencement of any action in respect of which indemnity may be sought against claim from the Company Indemnified Party, that the Indemnified Party is not entitled to indemnification under this Sectionthe circumstances; however, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel determination shall not be at binding upon the expense of the Company unless the employment of such counsel has been specifically authorized by the CompanyIndemnified Party in any action for indemnification hereunder. The Company Rockford shall not be liable to indemnify any person for any settlement of any such action effect without its consent.be

Release and Indemnification. The Company Lessee agrees to use and occupy the Property at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees from all claims for any damage or injury (hereinafter, for purposes except to the extent caused by the negligent or intentional acts or omissions of this Section, Lessor or Lessor’s Representatives) to the “indemnified parties”) from, (ii) full extent permitted by Law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person (other than any of Lessor’s Representatives). Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss suffered in connection with of or damage to the investment Property or any part thereof (except to the extent caused by the negligent or intentional acts or omissions of funds made in accordance with the IndentureLessor or Lessor’s Representatives). Lessee shall indemnify, orprotect, absent failure on the part defend and hold harmless each of the Trustee to follow clear Indemnified Parties from and reasonable instructions against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the Company for investing moneysnegligence or willful misconduct of such Indemnified Party) caused by, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust incurred or receive under any resulting from Lessee’s operations or by Lessee’s use and occupancy of the provisions Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Agreement Lease by Lessee, its officers, employees, agents or the Indenture, except as otherwise specifically other Persons. It is expressly understood and agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company that Lessee’s obligations under this Section, such person will notify Section shall survive the Company in writing expiration or earlier termination of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company hereby (a) To the extent not expressly prohibited by law, Sublessee releases Sublessor and its agents, servants, and employees, from, and waives all claims for damages to person and property sustained by Sublessee or by any occupant of the Premises or by any other person, resulting directly or indirectly from, fire or other casualty, cause, or any existing or future condition, defect, matter, or thing in or about the Premises, or the Building, or any part of it, or from any equipment or appurtenance therein, or from any accident in or about the Premises or the Building, or from any act or neglect of Sublessor, or its agents, servants and employees, or of any other person. This Paragraph 13 shall apply especially, but not exclusively, to damage caused by water, snow, frost, steam, excessive heat or cold, sewerage, gas, odors, or noise, or the bursting or leaking of pipes or plumbing fixtures, broken glass, sprinkling or air conditioning devices or equipment, or flooding of basements, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the acts specifically enumerated above, or from any other thing or circumstance, whether of a like nature or of a wholly different nature. All personal property belonging to Sublessee or any occupant of the Premises that is in the Premises or the Building shall be there at the risk of Sublessee only and Sublessor shall not be liable for damage thereto or theft or misappropriation thereof. Notwithstanding the foregoing, this release shall not operate as a release of Sublessor from liability for the negligent or intentionally wrongful conduct of Sublessor (or its agents, servants or employees, or of any other person). (b) To the extent not expressly prohibited by law, Sublessee agrees to defend and hold Sublessor and its agents, servants, partners, members, principals, shareholders, contractors, officers, directors and employees (collectively, the “Indemnitees”), harmless and to indemnify each of them from and against (i) releases all claims, losses, costs and damages (collectively “Losses”) of whatever nature incurred by the IssuerIndemnitees arising from any act, omission or negligence of Sublessee, its governing body memberscontractors, officerslicensees, agents, including independent contractorsservants, consultants and legal counselemployees, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) frominvitees or visitors, (ii) agrees that all Losses incurred by the indemnified parties shall not be liable forIndemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Sublease Term in the Premises, (iii) agrees all Losses incurred by the Indemnitees arising from any accident, injury or damage occurring outside the Premises, where such accident, injury or damage results or is claimed to indemnify have resulted from an act, omission or negligence of Sublessee or Sublessee’s agents, employees, invitees or visitors and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agentsiv) all liabilitiesLosses incurred by the Indemnitees arising from any breach, losses, damages, costs, expenses, suits, claims, settlements and judgments, violation or nonperformance of any nature whatsoever arising from covenant, condition or related agreement in any manner whatsoever to this Sublease or under the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements Prime Lease set forth and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of Sublessee to be fulfilled, kept, observed and performed (including, without limitation, holding over in the Trustee to follow clear and reasonable instructions Premises after the end of the Company for investing moneysSublease Term). This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, attorneys’ fees and disbursements) incurred in or in connection with any such Losses or proceeding brought thereon, and the defense thereof. Notwithstanding the foregoing provisions of this Paragraph 13(b), Sublessee shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under not be required to indemnify any of the Indemnitees to the extent the indemnified claim or Loss is a result of the negligence or willful misconduct of any of the Indemnitees. (c) To the extent not expressly prohibited by law, Sublessor agrees to defend and hold Sublessee and its agents, servants, partners, contractors, principals, shareholders, officers, directors and employees (collectively, the “Sublessee Indemnitees”), harmless and to indemnify each of them from and against all Losses of whatever nature against the Sublessee Indemnitees arising from the negligence or willful misconduct of Sublessor, its contractors, licensees, agents, servants, employees, invitees or visitors. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, attorneys’ fees and disbursements) incurred in or in connection with any such Losses or proceeding brought thereon, and the defense thereof. Notwithstanding the foregoing provisions of this Agreement or the IndentureParagraph 13(c), except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel Sublessee shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable required to indemnify any person for any settlement of the Indemnitees to the extent the indemnified claim or Loss is a result of the negligence or willful misconduct of any such action effect without its consentof the Sublessee Indemnitees. (d) The provisions of this Paragraph 13 (together with the indemnifications set forth in any other section of this Sublease) shall survive the expiration or earlier termination of this Sublease.

Release and Indemnification. The Company hereby (i) releases the IssuerBUYER, for itself, its governing body memberssuccessors and assigns, officersshall indemnify, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify defend and hold harmless the indemnified parties Town of Xxxxxx and its officers, employees, boards, commissions and committees from and against (except for matters directly a) any and all liabilities, losses, judgments, demands, damages, claims, costs or expenses, including reasonable attorneys’ fees or other professional fees, now or hereafter asserted by any governmental entity or third party (including but not limited to, occupiers of the Premises), resulting from or associated with the negligencepresence of any Hazardous Materials in, breach on, at, over, under, from, through, about or associated with the Premises or any abutting property not owned by the Town of contractXxxxxx, willful misconductwhere such other abutting property’s condition was caused by the migration of such Hazardous Materials from the Premises, bad faith and (b) any suit claiming property damages or recklessness a decrease in land values because of Hazardous Material that migrated from the Premises. This release and indemnification shall include any future claim against the Town of Xxxxxx by an indemnified party individual for damages sustained because of injury or their agents) death caused by the condition of the Premises or caused by Hazardous Materials on abutting property when such Hazardous Materials migrated from the Premises. The BUYER shall release its rights to xxx the Town of Xxxxxx for any reason related to the condition of the Premises. This release and indemnification shall be by a deeded covenant running with the Premises. By accepting and recording this Deed, BUYER, for itself, its successors and assigns agrees: 1. to defend, indemnify and save SELLER harmless from and against any and all claims, liabilities, losses, damages, costscosts or expenses (including reasonable attorneys’ or other professional fees), expensesnow or thereafter asserted by any governmental agency or third party (including, suitsbut not limited to, claimsany occupiers of the Premises) resulting from the presence of Hazardous Materials on, settlements in, at, over, under, from, through, about or associated with the Premises or on any abutting premises not owned by SELLER caused by migration of such Hazardous Materials from the Premises, or 2. not to xxx (and judgmentsnot to encourage or assist others to xxx) or commence any action, claim, counterclaim or cross-claim, or otherwise seek affirmative relief against SELLER arising out of the presence of Hazardous Materials on, in, at, over, under, from, through, about or associated with the Premises or on, in, at, over, under, from, through, about or associated with any nature whatsoever arising other premises not owned by Grantor because of migration of such Hazardous Materials from or related in any manner whatsoever the Premises, and 3. to comply with the terms of the existing Lease of the Premises between the Town of Xxxxxx, by the Trustees of the Xxxxxx Public Library as Lessor and Discovery Schoolhouse, Inc. as Lessee, which Lease shall be assigned to the acquisition, improving, equipping, ownership, leasing or operation BUYER as Lessor upon recording of the Facilities or any activities deed to the Premises. The above releases, covenants and indemnities shall be included in all future deeds and shall run with the land. Any required response action related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse Premises required by a governmental authority shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body memberperformed by Grantee, officerand its successors and assigns, agentat Grantee’s, consultants and legal counselits successors’ and assigns’, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee sole cost and expense and shall be responsible or liable for any market loss suffered in connection with the investment of funds made performed in accordance with Massachusetts General Laws Chapter 21E, the IndentureMassachusetts Contingency Plan, orand any other Applicable Laws, absent failure on defined below. For the part purpose of this Deed, the Trustee term “Applicable Laws” with regard to follow clear environmental laws, means, without limitation, all state and/or Federal Laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and reasonable instructions requirements, of all governments, departments, and offices, relating in any way to the Company for investing moneys, shall have any liability for nonpayment control and/or abatement of interest on any uninvested moneys environmental pollution and environmental hazards that the Trustee may hold now or at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity hereafter may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentapplicable.

Release and Indemnification. The Company (a) LICENSEE, for itself, its successors and assignees, agrees to and hereby does release DEFENSE from any and all claims and liability for damage to property, property loss or personal injury or death which may be sustained by LICENSEE and which in any way arises from or is connected with performance of this Agreement or the sale of any Products. LICENSEE shall indemnify and hold DEFENSE harmless from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), in any way arising out of LICENSEE’s activities hereunder, including without limitation any actual or alleged: (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes breach or violation by LICENSEE of this Section, the “indemnified parties”) from, Agreement; (ii) agrees that other act of commission or omission outside the indemnified parties shall not be liable for, and scope of LICENSEE’s authority; (iii) defect in the Product of other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in the production of such articles; and (v) improper reproduction or use of the DEFENSE Trademarks or of any copyright, service xxxx, patent, confidential information and privacy, publicity or other rights. In the case of a legal or other proceeding by a third person against LICENSEE and DEFENSE, notwithstanding LICENSEE’s obligation hereunder, DEFENSE shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and LICENSEE shall assist and fully cooperate with DEFENSE in connection with such proceeding provided that LICENSEE, at its own expense, shall have the right of appearance by counsel of its own selection. (b) DEFENSE, for itself, its successors and assignees, agrees to indemnify and hold LICENSEE harmless the indemnified parties from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (except for matters directly resulting from including reasonable attorney’s fees and other fees and costs), in any way arising out of or connected with a claim that LICENSEE’s use of the negligence, breach of contract, willful misconduct, bad faith DEFENSE Trademarks or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, the Data infringes on the rights of any nature whatsoever arising from other party, provided that this indemnity obligation shall not extend to any claim relating to a use by LICENSEE of any DEFENSE Trademark or related the Data in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation violation of the Facilities or any activities related to the foregoing or to the failure terms of the Company to perform any of its obligations under this Agreement. All covenantsIn the case of such a legal or other proceeding by a third person against LICENSEE and DEFENSE, stipulationsnotwithstanding DEFENSE’s obligation hereunder, promisesLICENSEE shall have the right, agreements in its discretion, to control all aspects of such proceeding (including choice of attorney and obligations of the Issuer contained herein settlement) and DEFENSE shall not be deemed to be the covenants, stipulations, promises, agreements assist and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered fully cooperate with LICENSEE in connection with the investment of funds made in accordance with the Indenturesuch proceeding provided that DEFENSE, orat its own expense, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate of appearance by counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentown selection.

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties Landlord shall not be liable forfor any damage occasioned by failure to keep the Leased Premises in repair, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement damage done or occasioned by or from electric current, plumbing, gas, water, steam, or sewage, or the bursting, leaking, running or failure of operation of any such radiator, tank, water closet, wash stand, waste pipe, air conditioning or any other apparatus in, above, upon or about the Building or other portions of the Leased Premises, nor for damage occasioned by water, snow, or ice being upon any sidewalk or entrance way, or being upon or coming through the roof, skylight, trap door or any other opening in the Building or other portions of the Leased Premises, unless occasioned by the willful misconduct of Landlord nor shall Landlord be liable, in any event, for any damage arising from the action effect without its consentor negligence of Tenant, co-tenants or other occupants thereof or of any owners or occupants of adjacent or contiguous property. Tenant hereby releases, discharges and agrees to indemnify, protect and save harmless Landlord of and from any and all claims, demands and liability for any loss, damage, injury or other casualty to property, whether it be that of either of the parties hereto or of third persons, whether they be third persons of Tenant or agents or employees of Tenant, caused by growing out of or happening in connection with Tenant's use or occupancy of the Leased Premises or Tenant's use of any equipment, facilities or property in, or adjacent to the Building. Landlord shall not be liable in any manner for mail deposited in the mail chute nor any damage sustained to mail so deposited. Landlord agrees that it will at all times during the term of this Lease indemnify, protect, defend and save harmless Tenant from and against any and all claims, costs, charge, liability or attorneys' fees arising from damage or injury, actual or claimed, of whatsoever kind or character resulting from Landlord's use of the Building or any part thereof, or Landlord's use of any equipment, facilities or property in, on or adjacent to the Building.