Common use of WARRANTIES; INDEMNITY Clause in Contracts

WARRANTIES; INDEMNITY. Each of the Account Parties hereby represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand the general nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, including, without limitation: (A) the obligation of the Account Parties to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Credit, (B) the conditions set forth in the Credit to the obligation of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, (D) that Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold harmless the Issuer, and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of the Account Parties, any beneficiary of any Credit and/or any such indemnified party and/or (2) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

WARRANTIES; INDEMNITY. Each of the Account Parties hereby us represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties we understand the general nature and operation of a letter of credit and the our obligations, rights and remedies of under the Account Parties on the one hand and the Issuer on the other in regard to letters of creditCredit, including, without limitation: (A) the obligation of the Account Parties Our obligations pursuant hereto to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Creditbeneficiary, its successors or assigns, (B) the conditions set forth in Conditions under which payment under the Credit to the obligation of Issuer to pay any drawing on the Creditmust be made by Issuer, (C) that That Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties us and the beneficiary of the Credit, and (D) that That Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties us or the beneficiary, but solely except as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Creditotherwise stated herein. Each of the Account Parties hereby us further represents, warrants, covenants and confirms to that (A) our execution, delivery and for the benefit performance of Issuer this Agreement has been duly authorized and that the transactions associated with this Agreement constitutes a legal, valid and binding obligation of each Credit do of us, (B) this Agreement does not violate or conflict with any applicable lawother material agreement or instrument or any judgment, rule decree or regulation order to which any of us is subject and (C) so long as Issuer has possession of any document of title, Issuer's security interest therein and in the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulationsProperty to which such document applies shall be a first priority security interest. All our representations, warranties and indemnities set forth herein shall survive Issuer’s 's issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising our obligations hereunder are finally determined and paid in full in cashfull. Each of the Account Parties We hereby releases release Issuer from and agrees agree to indemnify and hold harmless the Issuer, and its officers, agents, and employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party and arising Issuer that arise out of or in any way relating relate to claims asserted against Issuer or Issuer's correspondent by a third party with respect to (1) any underlying investments, transaction, and/or contracts between any one of us and the Account Parties, beneficiary under the Credit or any beneficiary of any Credit and/or any such indemnified party and/or its agents and (2) any acceptance or proper payment made on account of any presentment on a Credit that appeared on its face to conform to in accordance with the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonCredit, or any other action or omission by Issuer, or Issuer's correspondents or agents including, but limited to, Issuer's indemnity (as well as any and all costs, expenses and liabilities associated with such indemnity) in favor of a third party carrier which may be necessary to cause such carrier to release and deliver merchandise (described as part of the Credit) without the presentation of any original bill of lading or the other original documents missing or otherwise pxxxxntly unavailable. Notwithstanding the foregoing, it is understood and agreed that we will not be obligated to indemnify Issuer for any such indemnified partycosts, other than in respect of liabilities, or expenses (including attorneys' fees) incurred by Issuer to the extent that they are attributable to Issuer's own gross negligence or willful misconduct on in the part performance of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdictionits obligations hereunder.

WARRANTIES; INDEMNITY. Each of the Account Parties hereby Borrower represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand Borrower understands the general nature and operation of a letter of credit and the Borrower's obligations, rights and remedies under each Letter of the Account Parties on the one hand and the Issuer on the other in regard to letters of creditCredit, including, without limitation: (A) the obligation of the Account Parties Borrower's obligations to reimburse L/C Issuer for all payments to the beneficiary in respect of presentments on the Creditbeneficiary, its successors or assigns, (B) conditions under which payment under the conditions set forth in the Letter of Credit to the obligation of Issuer to pay any drawing on the Creditmust be made by L/C Issuer, (C) that L/C Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties Borrower and the beneficiary of the Letter of Credit, and (D) that L/C Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties Borrower or the beneficiary, but solely except as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulationsotherwise stated herein. All Borrower's representations, warranties and indemnities set forth herein shall survive L/C Issuer’s 's issuance of the Letter of Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising Borrower's obligations hereunder are finally determined and paid in full in cashfull. Each of the Account Parties Borrower hereby releases Issuer L/C Issuer, Lenders, Administrative Agent and Collateral Agent from and agrees to agree indemnify and hold harmless the L/C Issuer, and its their officers, agents, and employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party L/C Issuer and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of Borrower and the Account Partiesbeneficiary under the Letter of Credit or any of its agents, any beneficiary of any Credit and/or any such indemnified party and/or and (2) any acceptance or proper payment made on account of any presentment on a Credit that appeared on its face to conform to in accordance with the applicable terms and conditions of the Letter of Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonLetter of Credit, or any other action or omission by L/C Issuer, or L/C Issuer's correspondents or agents including, but limited to, L/C Issuer's indemnity (as well as any and all cost expenses and liabilities associated with such indemnified party, indemnity) in favor of a third party carrier which may be necessary to cause such carrier to release and deliver merchandise (described as part of the Letter of Credit) without the presentation of any original xxxx of lading or the other than in respect of original documents missing or otherwise presently unavailable. It is understood that Borrower will not be obligated to indemnify L/C Issuer for gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdictionmisconduct.

WARRANTIES; INDEMNITY. Each of the Account Parties hereby Borrower represents, warrants, covenants and confirms to and for the benefit of Issuer that Account Parties understand Borrower understands the general nature and operation of a letter of credit and the Borrower’s obligations, rights and remedies under each Letter of the Account Parties on the one hand and the Issuer on the other in regard to letters of creditCredit, including, without limitation: (A) the obligation of the Account Parties Borrower’s obligations to reimburse L/C Issuer for all payments to the beneficiary in respect of presentments on the Creditbeneficiary, its successors or assigns, (B) conditions under which payment under the conditions set forth in the Letter of Credit to the obligation of Issuer to pay any drawing on the Creditmust be made by L/C Issuer, (C) that L/C Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties Borrower and the beneficiary of the Letter of Credit, and (D) that L/C Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties Borrower or the beneficiary, but solely except as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulationsotherwise stated herein. All Borrower’s representations, warranties and indemnities set forth herein shall survive L/C Issuer’s issuance of the Letter of Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising Borrower’s obligations hereunder are finally determined and paid in full in cashfull. Each of the Account Parties Borrower hereby releases Issuer L/C Issuer, Lenders, Administrative Agent and Collateral Agent from and agrees to agree indemnify and hold harmless the L/C Issuer, and its their officers, agents, and employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party L/C Issuer and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of Borrower and the Account Partiesbeneficiary under the Letter of Credit or any of its agents, any beneficiary of any Credit and/or any such indemnified party and/or and (2) any acceptance or proper payment made on account of any presentment on a Credit that appeared on its face to conform to in accordance with the applicable terms and conditions of the Letter of Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reasonLetter of Credit, or any other action or omission by L/C Issuer, or L/C Issuer’s correspondents or agents including, but limited to, L/C Issuer’s indemnity (as well as any and all cost expenses and liabilities associated with such indemnified party, indemnity) in favor of a third party carrier which may be necessary to cause such carrier to release and deliver merchandise (described as part of the Letter of Credit) without the presentation of any original xxxx of lading or the other than in respect of original documents missing or otherwise presently unavailable. It is understood that Borrower will not be obligated to indemnify L/C Issuer for gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdictionmisconduct.

WARRANTIES; INDEMNITY. Each (a) Lessee acknowledges that it has made the selection of each Unit based upon its own judgment. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THOSE OF DESCRIPTION, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE EQUIPMENT AND HEREBY DISCLAIMS THE SAME. Lessor shall have no liability for any damages, whether direct or consequential, incurred by Lessee as a result of any defect or malfunction of a Unit. Lessee agrees to look solely to the manufacturer or vendor of any defective or malfunctioning Unit for the repair or replacement of such Unit and to continue to make all Rental Payments with respect to such Unit in spite of such defect or malfunction. Lessor hereby assigns to Lessee, for and during the Term, any warranty of the Account Parties hereby representsmanufacturer or vendor issued to Lessor with respect to any Unit. (b) Lessee shall indemnify, warrantsreimburse and hold Lessor (including without limitation, covenants each of its partners) and confirms to each of their respective successors, assigns, agents, officers, directors, shareholders, servants, agents and for the benefit employees harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of Issuer that Account Parties understand the general any kind and nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, (including, without limitation: , claims relating to environmental discharge, cleanup or compliance), and all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (Aincluding, without limitation, reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any Unit, damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to Lessee's property), or bodily injury to or death of any person (including, without limitation, any agent or employee of Lessee) the obligation (each a "Claim"), directly or indirectly relating to or arising out of the Account Parties to reimburse Issuer for all payments to acquisition, use, lease or sublease, ownership, operation, possession, control, storage, return or condition of any Unit during the beneficiary in respect of presentments on the Credit, (B) the conditions set forth in the Credit to the obligation of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility Term or liability in connection with any underlying contract or other transaction between any the return of the Account Parties and the beneficiary of the Credit, (D) that Issuer is not acting as an agent or Equipment in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated accordance with the terms of each Credit, this Lease (regardless of whether such Unit is at the time in the possession of Lessee), the falsity of any advice provided by Issuer non-tax representation or warranty of Lessee or Lessee's failure to comply with respect to the form or terms of the CreditLease during the Term. Each The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any Unit, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule presence on or regulation of the United States, any state under or the United States and/or escape, seepage, leakage, spillage, discharge, emission or release from any foreign nation or governmental authority thereofUnit of any Hazardous Materials, including, without limitation, anti-terrorism, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations Claims asserted or arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold harmless the Issuer, and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) incurred by or asserted against any such indemnified party and arising out of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of the Account Parties, any beneficiary of any Credit and/or any such indemnified party and/or (2) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdiction.under any

WARRANTIES; INDEMNITY. Each (a) Lessee acknowledges that it has made the selection of each Unit based upon its own judgment. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THOSE OF DESCRIPTION, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE EQUIPMENT AND HEREBY DISCLAIMS THE SAME. Lessor shall have no liability for any damages, whether direct or consequential, incurred by Lessee as a result of any defect or malfunction of a Unit. Lessee agrees to look solely to the manufacturer or vendor of any defective or malfunctioning Unit for the repair or replacement of such Unit and to continue to make all Rental Payments with respect to such Unit in spite of such defect or malfunction. Lessor hereby assigns to Lessee, for and during the Term, any warranty of the Account Parties hereby represents, warrants, covenants and confirms manufacturer or vendor issued to and for the benefit of Issuer that Account Parties understand the general nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, including, without limitation: (A) the obligation of the Account Parties to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Credit, (B) the conditions set forth in the Credit to the obligation of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, (D) that Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel Lessor with respect to any Letter Unit. (b) Lessee shall indemnify, reimburse and hold Lessor (including without limitation, each of Credit Applicationits partners) and each of their respective successors, this Agreementassigns, the issuance agents, officers, directors, shareholders, servants, agents and terms employees harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any Credit kind and the related underlying transactions and nature (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer with respect to the form or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state or the United States and/or any foreign nation or governmental authority thereof, including, without limitation, anti-terrorismclaims relating to environmental discharge, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold harmless the Issuercleanup or compliance), and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities costs and expenses (including reasonable attorney fees) whatsoever to the extent they may be incurred or suffered by or asserted against any such indemnified party in connection therewith (including, without limitation, reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any Unit, damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to Lessee's property), or bodily injury to or death of any person (including, without limitation, any agent or employee of Lessee) (each a "Claim"), directly or indirectly relating to or arising out of the acquisition, use, lease or sublease, ownership, operation, possession, control, storage, return or condition of any Unit during the Term or in connection with the return of the Equipment in accordance with the terms of this Lease (regardless of whether such Unit is at the time in the possession of Lessee), the falsity of any way relating non-tax representation or warranty of Lessee or Lessee's failure to comply with the terms of the Lease during the Term. The foregoing indemnity shall cover, without limitation, (1i) any underlying investmentsClaim in connection with a design or other defect (latent or patent) in any Unit, transaction, and/or contracts between (ii) any one of the Account Parties, any beneficiary Claim for infringement of any Credit and/or any such indemnified party and/or patent, copyright, trademark or other intellectual property right, (2iii) any acceptance Claim resulting from the presence on or payment made on account of any presentment on a Credit that appeared on its face to conform to under or the applicable terms and conditions of the Creditescape, any refusal to pay seepage, leakage, spillage, discharge, emission or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of gross negligence or willful misconduct on the part of such indemnified party, as determined by a final, non-appealable judgment of a court of competent jurisdiction.release from

WARRANTIES; INDEMNITY. Each of 11.1 GLDI warrants that the Account Parties hereby representssoftware, warrantstechnology, covenants and confirms to and for the benefit of Issuer that Account Parties understand the general nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, including, without limitation: (A) the obligation of the Account Parties to reimburse Issuer for all payments to the beneficiary in respect of presentments on the Credit, (B) the conditions set forth in the Credit to the obligation of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility services provided or liability used by it in connection with implementing the pilot program network do not infringe any underlying contract or other transaction between intellectual property rights of any of the Account Parties third party and the beneficiary of the Creditit will defend, (D) that Issuer indemnify and hold PGE harmless against any such infringement claims. If an infringement claim is not acting as an agent made, or in any fiduciary capacity GLDI' opinion is likely to be made, PGE will permit GLDI to procure for or on behalf of PGE the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no representation or warranty regarding the value or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision past and future rights granted to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated with the terms of each Credit, regardless of any advice provided by Issuer PGE hereunder with respect to the form or terms allegedly infringing portion of the CreditGLDI intellectual property, or to replace or modify the allegedly infringing portion to make such portion non-infringing, provided the replacement or modified portion provides substantially the same functionality. Each If neither of the Account Parties hereby further representsforegoing is reasonably available, warrantsGLDI will, covenants if requested by PGE, terminate this agreement and confirms refund all monies paid by PGE to GLDI hereunder. 11.2 Both parties warrant that any content contributed by or through them for use in the pilot program does not infringe or misappropriate the intellectual property, privacy, publicity or other similar rights of any third party and for is not defamatory, and each party agrees to defend, indemnify and hold the benefit of Issuer other party harmless from any such claims. 11.3 Each party warrants that the transactions associated with each Credit do it is authorized to enter into this agreement, that entering into this agreement is not contrary to any agreement previously entered into by it, and that its performance under this agreement will not violate the intellectual property or other rights of any applicable lawthird party. 11.4 PGE indemnifies and holds GLDI harmless from any claim, rule liability, cost or regulation expense (including attorney's fees) arising from GLDI's operation on PGE's behalf, the EFT financial servicing network for consumer xxxx pay and merchant purchasing; provided, however, this obligation excludes claims or liabilities caused by GLDI, and claims or liabilities which are the responsibility of the United States, third parties under any state agreement entered into between GLDI or the United States and/or any foreign nation or governmental authority thereof, including, its affiliates and such third party (including without limitation, anti-terrorismagreements with CyberSource and PaymenTech). 11.5 Each party will defend, anti-money laundering, export/import and/or corrupt practices laws, orders, rules and regulations. All representations, warranties and indemnities set forth herein shall survive Issuer’s issuance of the Credit and any payment thereunder and shall continue until all Reimbursement Obligations arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold the other party harmless the Issuerfrom any claim, and its officersliability, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses cost or expense (including reasonable attorney attorney's fees) incurred by or asserted against any such indemnified party and arising out of acts or omissions of its agents or employees in connection with this agreement or breach of any way relating of its obligations under this agreement. 11.6 Neither party's indemnity liability will extend to (1) any underlying investmentsclaim, transactionloss, and/or contracts between any one liability, or expense to the extent that it results from the negligence, gross negligence, willful misconduct, or bad faith of the Account Parties, any beneficiary of any Credit and/or any such indemnitee. 11.7 Each party's indemnity obligations under this paragraph 11 are conditioned on (i) prompt written notification from the indemnified party and/or (2) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions indemnifying party of the Creditclaim for which indemnity is sought; (ii) sole control in the indemnifying party of the defense or settlement of the claim; and (iii) cooperation and assistance from the party seeking indemnification, any refusal to pay or honor with the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of gross negligence or willful misconduct on the part expenses of such indemnified cooperation and assistance to be paid by the indemnifying party, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

WARRANTIES; INDEMNITY. Each (a) Lessee acknowledges that it has made the selection of each Unit based upon its own judgment. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THOSE OF DESCRIPTION, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE EQUIPMENT AND HEREBY DISCLAIMS THE SAME. Lessor shall have no liability for any damages, whether direct or consequential, incurred by Lessee as a result of any defect or malfunction of a Unit. Lessee agrees to look solely to the manufacturer or vendor of any defective or malfunctioning Unit for the repair or replacement of such Unit and to continue to make all Rental Payments with respect to such Unit in spite of such defect or malfunction. Lessor hereby assigns to Lessee, for and during the Term, any warranty, guaranty or indemnity of the Account Parties hereby representsmanufacturer or vendor issued to Lessor with respect to any Unit. (b) Lessee shall indemnify, warrants, covenants reimburse and confirms to and for the benefit of Issuer that Account Parties understand the general nature and operation of a letter of credit and the obligations, rights and remedies of the Account Parties on the one hand and the Issuer on the other in regard to letters of credit, hold Lessor (including, without limitation: , each of its partners) and each of their respective successors, assigns, officers, directors, shareholders, servants, agents and employees harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (Aincluding, without limitation, claims relating to environmental discharge, cleanup or compliance), and all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including, without limitation, reasonable attorneys' fees and expenses), fines, penalties (and other charges of applicable governmental authorities), licensing fees relating to any Unit, damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to Lessee's property), or bodily injury to or death of any person (including, without limitation, any agent or employee of Lessee) the obligation (each a "Claim"), directly or indirectly relating to or arising out of the Account Parties to reimburse Issuer for all payments to acquisition, use, lease or sublease, ownership, operation, possession, control, storage or condition of any Unit (regardless of whether such Unit is at the beneficiary in respect of presentments on the Credit, (B) the conditions set forth time in the Credit to possession of Lessee), the obligation falsity of Issuer to pay any drawing on the Credit, (C) that Issuer has no responsibility or liability in connection with any underlying contract or other transaction between any of the Account Parties and the beneficiary of the Credit, (D) that Issuer is not acting as an agent or in any fiduciary capacity for or on behalf of the Account Parties or the beneficiary, but solely as an issuer of letters of credit, (E) Issuer makes no non-tax representation or warranty regarding the value of Lessee or desirability of the Account Parties’ transactions in connection with which any Credit is issued, the decision Lessee's failure to utilize any Credit or the appropriateness of or risks arising from the terms or conditions of any Credit, (F) that the Account Parties should seek advice from their legal counsel with respect to any Letter of Credit Application, this Agreement, the issuance and terms of any Credit and the related underlying transactions and (G) Account Parties unconditionally approve and assume all risks associated comply with the terms of each Creditthe Lease during the Term. The foregoing indemnity shall cover, regardless without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any Unit, (ii) any Claim for infringement of any advice provided by Issuer with respect to patent, copyright,trademark or other intellectual property right, (iii) any Claim resulting from the form presence on or terms of the Credit. Each of the Account Parties hereby further represents, warrants, covenants and confirms to and for the benefit of Issuer that the transactions associated with each Credit do not violate any applicable law, rule or regulation of the United States, any state under or the United States and/or escape, seepage, leakage, spillage, discharge, emission or release from any foreign nation or governmental authority thereofUnit of any Hazardous Materials, including, without limitation, anti-terrorismany Claims asserted or arising under any Environmental Law, anti-money launderingor (iv) any Claim for negligence or strict or absolute liability in tort; provided, export/import and/or corrupt practices lawshowever, orders, rules and regulations. All representations, warranties and indemnities set forth herein that Lessee shall survive Issuer’s issuance of the Credit and not ----------------- indemnify Lessor for any payment thereunder and shall continue until all Reimbursement Obligations arising hereunder are finally determined and paid in full in cash. Each of the Account Parties hereby releases Issuer from and agrees to indemnify and hold harmless the Issuer, and its officers, agents, employees and correspondents for and against any and all claims, costs, liabilities and expenses (including reasonable attorney fees) liability incurred by or asserted against any such indemnified party Lessor as a direct and arising out sole result of or in any way relating to (1) any underlying investments, transaction, and/or contracts between any one of the Account Parties, any beneficiary of any Credit and/or any such indemnified party and/or (2) any acceptance or payment made on account of any presentment on a Credit that appeared on its face to conform to the applicable terms and conditions of the Credit, any refusal to pay or honor the Credit when a conforming presentment has not been made or for any other legally or commercially sufficient reason, or any other action or omission by any such indemnified party, other than in respect of Lessor's gross negligence or willful misconduct on misconduct. Such indemnities shall continue in full force and effect, notwithstanding the part expiration or termination of such this Lease. Upon Lessor's written demand, Lessee shall assume and diligently conduct, at its sole cost and expense, the entire defense of Lessor and its agents, employees, successors and assigns against any indemnified partyClaim described in this Section 5. Lessee shall not settle or compromise any Claim against or involving Lessor without first obtaining Lessor's written consent thereto, as determined by a final, non-appealable judgment of a court of competent jurisdictionwhich consent shall not be unreasonably withheld.